The Red Demon of the North
by Bkallen123
Summary: There are many that are familiar with the legend of Madara Uchiha, but there are few who know of his journey to Middle Earth. It is here in uncharted lands that the Uchiha will help Thorin and company take back the Lonely Mountain from the terrible Dragon Smaug. This is a prequel to a story I did not write called Shinobi of Middle Earth. credit for that story goes to Deus Swiftblad
1. A Meeting at Bree

A Meeting in Bree

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(Location: Bree-on the borders of the Shire)

A small hooded figure made his way through the rainy streets of Bree. Unlike many of the townsfolk he passed on the street, he was in no hurry to get out of the rain. Suddenly, he came to a halt when he noticed a squeaking sign that read, 'Prancing Pony.' After taking a moment to make certain he was not being followed, he went inside.

Making his way past all the drunkards and harlots, he managed to find himself a table farthest away from everyone else. After taking a seat the small figure took off his hood, revealing the face of a dwarf. A few minutes went by and the quiet dwarf took notice of two figures staring at him from both east and west sides of the room. The two men stared at him with such intensity that he felt as if their stares would burn holes through both sides of his skull. Suddenly, the two men got up from where they sat and made there way over to him in a slow but threatening manner. Noticing the situation unfolding before him, the dwarf slowly moved his hand towards his sword that leaned against the table. The two men moved in closer….and closer…and closer…until they were close enough. The dwarf was about to take his sword and behead them both, but the action was interrupted when a tall old man in grey took a seat in the chair in front of him.

"Mind if I join you?" The old man asked.

Surprised by the bearded figures sudden appearance, the dwarf retracted his hand from the sword and noticed the two men return to their seats. After ordering his own food, the elderly man greeted the dwarf with a friendly smile.

"I suppose I should introduce myself, my name is Gandalf…Gandalf the Grey."

"I know who you are." The dwarf replied coldly

"Well now, this is a fine chance." The wizard said joyfully. "What brings Thorin Oaken shield to Bree?"

Thorin looked down in disappointment. "I received word that my father had been seen wandering the wilds near Dunland…I went looking and found no sign of him."

Gandalf gave a forlorn look towards the dwarf. "Thorin, it has been a long time since anything but rumor was heard of Thrain."

"He still lives…I am sure of it." He replied in hope.

Their conversation came to a halt when Gandalf's food arrived.

"Thank you." The wizard said as the waiter walked away.

"My father came to see you before he went missing…what did you say to him?"

"I urged him to march upon Erebor; to rally the seven armies of the dwarves, to destroy the dragon and take back the Lonely Mountain. And I would say the same to you. Take back your homeland."

Thorin picked up the drink next to him and began to drink it in a contemplative manner.

"This is no chance meeting, is it, Gandalf?"

"No, it is not. The Lonely mountain troubles me, Thorin. That dragon has sat there long enough. Sooner or later, darker minds will turn toward Erebor. I ran into some unsavory characters while traveling along the Greenway. They mistook me for a vagabond."

"I imagine they regretted that." Thorin replied.

"One of them was carrying a message." Gandalf continued as he put a dirty piece of cloth on the table and pushed it towards Thorin.

The dwarf king noticed that the cloth had writing on it which he had never seen.

"It is Black Speech." The wizard answered. He then looked down and began to read the message to Thorin. "Promise of payment."

The king under the mountain looked at the wizard in confusion. "For what?"

The old man paused for a moment and looked at Oakenshield. "Your head."

The king's eyes widened in shock.

"Someone wants you dead," the wizard continued. "Thorin, you can wait no longer. You are the heir to the throne of Durin. Unite the armies of the dwarves. Together you have the might and power to retake Erebor. Summon a meeting of the seven dwarf families. Demand they stand by their oaths."

The dwarf looked at Gandalf as if he were a fool. "The seven armies swore that oath to the one who wields the King's Jewel, the Arkenstone! It is the only thing that will unite them, and in case you have forgotten, that jewel was stolen by Smaug."

Thorin and Gandalf looked up as the two suspicious men from before got up and left together.

After seeing the two men disappear from his sight completely, Gandalf turned his attention back to Thorin. "What if I were to help you reclaim it?"

"How?" He asked. "The Arkenstone lies half a world away, buried beneath the feet of a fire-breathing dragon."

"Yes, it does," Gandalf answered with a smile. "Which is why we are going to need a burglar."

"What creature in all of middle earth would be stealthy enough to avoid dragon's fire?"

"A hobbit," Gandalf answered simply. "They are the stealthiest of creatures, are they not?"

Thorin clasped his hands together and rested them in a position where they covered his mouth. The dwarf was beginning to think that the wizard's plan could actually work, but he was thinking of any way that this mission could go wrong. He had to make sure that this plan was foolproof before completely investing in it. "Even if the Arkenstone is retrieved, we still have the dragon to deal with…And I'm not so sure that a wizard, a hobbit, and a couple of dwarves are going to be enough to bring the beast down."

"I agree, if we were to confront Smaug with the party you just mentioned it is likely that the odds will not be in our favor. However, I have not made mention of the final member to our party."

Thorin looked at Gandalf in curiosity.

"His name is Madara Uchiha, but you and the rest of Middle Earth know him as 'The Red Demon of the North.' I have met him once before, and unlike the cruel title given to him he is by no means an evil entity."

The dwarf king looked annoyed and angry with that answer. "The Red Demon comes and goes; no one has ever been able to willingly find him."

Gandalf gave a slight chuckle. "Well... let's just say I am an exception. You see, I did him a favor long ago, and in return, he revealed to me how to find him should I ever need him."

Thorin had finished his food. "Do you really think he can put an end to that Dragon? Stories say that he alone has killed many dragons, but none of them I fear were as terrible as Smaug."

"It seems to me that you have forgotten the most prominent of stories regarding Madara Uchiha. If I recall correctly it was Madara who single handedly brought an end to the great Dragon Beorg; a serpent that was said to rival Smaug himself. If he is able to bring down a beast such as that, then I am fairly certain he would be capable of destroying Smaug as well. That is why I need you to go and find him, Thorin, he must join our ranks if we are to succeed in taking back the mountain."

The dwarf was confused by this request. "You clearly are more knowledgeable about the man than I am, so why do you send me in your stead?"

By this time both Gandalf and Thorin had finished their food and stood up from their seats. "Because I am heading to the shire to find the burglar."

Both Gandalf and Thorin made their way out of the prancing pony and into a secluded alley next to the inn. The two looked around to make certain that there was no one else in the alley but themselves. Once the wizard realized they were alone, he handed Thorin a map.

Thorin looked at the map and noticed that it led to the northern mountains of Bale."What lies in the mountains of Bale?" The dwarf asked over the rain.

"The map in your hands was given to me by Madara himself. It is the only means by which he can be found. Once you have gathered the dwarves you must find him and tell him that Gandalf the Grey requires his assistance. You must mention my name or he will not join… do not forget."

"Where shall we meet when all is said and done then?" He asked the wizard

"Once Madara and the dwarves have joined you, make your way to the shire and look for a door with the dwarvish word for burglar written on it… we shall rendezvous there."

After hearing this, the king under the mountain carefully folded the map and put it in his pocket. Suddenly, he felt Gandalf's hand on his shoulder. "One last thing." The wizard said. "Stay off the main road until Madara can accompany you. There are still many greedy characters on that path that are collecting bounties."

And with that, both wizard and dwarf temporarily went their separate ways.

 **A/N Yes, Beorg is a dragon that I made up. Like I said before, this story is a prequel to Shinobi of Middle Earth which was written by Deus swift blade. His story of Sasuke in Middle Earth was epic to say the least and I wanted him to write the prequels about Madara as well. However, I realized that it probably was not going to happen, so I started it for him. I would really like to get his review and everyone else's on what the think of this chapter.**


	2. Good Morning

Good Morning

 **Before you start reading, yes… I did take out a few pieces of dialog that I felt was unnecessary. Also, while this story is pretty true to the movie itself; this fanfic is not word for word the same as the film. But regardless, I feel like this story is going to be a good one…enjoy.**

(Location: The Shire)

A hobbit by the name of Bilbo sat out in his front yard as he carelessly smoked a pipe whilst enjoying the summer breeze. However, the small hobbit was interrupted when he noticed the presence of a tall elderly figure overshadow him. Bilbo looked up to meet the wizard's gaze and waited for him to say something. After what seemed like a minute of awkward silence; the hobbit decided he would speak first.

"Good morning," the hobbit said uncomfortably.

"What do you mean?" Asked the wizard. "Do you mean to wish me a good morning, or do you mean it is a good morning whether I want it or not? Or, perhaps you mean to say that you feel good on this particular morning. Or are you simply stating that this is a morning to be good on?"

The hobbit looked rather puzzled. "All of them at once, I suppose."

The old man continued to gaze silently at the hobbit. Bilbo tried to ignore him, but he was beginning to feel uneasy.

"Can I help you?" He asked.

"That remains to be seen. I'm looking for someone to share in an adventure."

"An adventure? Now, I don't imagine anyone west of Bree would have much interest in adventures. Nasty, disturbing, uncomfortable things.

Bilbo stood up and grabbed his mail. He pretended to read some of it in hopes that the stranger would lose interest and go away. He quickly realized that this wasn't working and he made his way up the stairs in an attempt to head back inside his hole. He came to a halt when he heard the wizards voice again.

"To think that I should have lived to be good morninged by Belladonna Took's son, as if I were selling buttons at the door."

"Beg your pardon?"

"You've changed, and not entirely for the better, Bilbo Baggins." The wizard answered.

"I'm sorry, do I know you?

"Well, you know my name, although you don't remember I belong to it. I'm Gandalf! And Gandalf means … me."

Bilbo took a moment to try and remember where he heard that name from. "Gandalf…not Gandalf the wandering Wizard who made such excellent fireworks! Old took used to have them on midsummers eve…I had no idea you were still in business."

"And where else should I be?"

"Ha, ha! Hm, hmm..." The hobbit stuttered as continued to puff confusingly on his pipe.

"Well, I'm pleased to find you remember something about me, even if it's only my fireworks. Well that's decided. It will be very good for you, and most amusing for me. I shall inform the others."

"Inform the who? What? No. No. No! Wait. We do not want any adventures here, thank you. Not today, not mm. I suggest you try over the Hill or across the Water… Good morning." Finally, in frustration Bilbo retreated into Bag End, but unbeknownst to the hobbit; Gandalf had made sure to write the dwarvish word for (Burglar) on the door after which he departed.

(Location: Bag End-night time)

Bilbo had just prepared dinner and was about to start eating when he heard his doorbell ring. Feeling muddled as to who could be visiting at the hour, Bilbo went over and opened the door. The hobbit was stunned to find that the person standing there was a bald looking dwarf.

"Dwalin, at your service." The dwarf greeted

"Uh…Bilbo Baggins, at yours."

Suddenly, Dwallin walked inside without permission.

Bilbo's eyes followed the dwarf in bewilderment. "D do we know each other?"

"No," he answered. "Which way, laddie? Is it down here?"

"I is what down where?"

The dwarf dropped some of his things on the floor and gave the rest to Bilbo. "Supper. He said there'd be food, and lots of it."

"H He said? Who said?

Suddenly Dwallin took a seat at the table and began eating the food Bilbo had just prepared. "Mmmm. … Very good, this. Any more?"

"Uh," was the only word Bilbo could muster before the doorbell rang once again. He walked over and opened the door to find another dwarf, however, this one looked more elderly than the other.

"Balin, at your service." He greeted more politely than the first dwarf.

"Uh, Good evening." Bilbo replied.

Suddenly, Balin took notice of Dwallin. "Oh, ha ha! Evening, brother."

Dwallin stood up. "Oh, by my beard, you are shorter and wider than last we met."

"Wider, not shorter. Sharp enough for both of us," chuckled the elderly dwarf.

After greeting each other the two dwarves made there way to the pantry to find more food. Bilbo followed and stood behind them as he watched the two strangers rummage through his food storage. "Uh, excuse me; sorry, I hate to interrupt, ah, but the thing is, I'm not entirely sure you're in the right house," the hobbit said while trying to sound more serious. As Bilbo continued, the dwarves proceeded to take more food while talking to each other as if they could not hear the hobbit whatsoever. "It's not that I don't like visitors; I I like visitors as much as the next Hobbit, but I do like to know them before they come visiting." The dwarves still acted as if they could not hear the small hobbit. "The thing is, um, I, I don't know either of you, not in the slightest. I don't mean to be blunt, but I uh, but I had to speak my mind. I'm sorry." It was after the word 'sorry' that the dwarves turned around and appeared to acknowledge Bilbo's existence.

"Hm. Apology accepted," said Balin as the dwarves went back to what they were doing.

Much to Bilbo's annoyance, before he could say anything, the doorbell rang once again. At this point Bilbo felt like he knew exactly what creature was standing at the door. The small hobbit walked over and opened the door once again to find not one, but two dwarves standing there.

"Fili. And Kili. At your service." The two greeted with a bow.

"You must be mister Baggins," stated Kili.

"Nope, you can't come in, you've come to the wrong house," Bilbo said as he attempted to shut the door. However, Kili managed to stop it with his foot.

"What? Has it been cancelled?" Kili questioned in a worried voice.

"Can ? No nothing's been cancelled."

"Well, that's a relief," the dwarf said as both he and Fili let themselves inside.

"We'd better move some stuff around, otherwise we'll never get everyone in," declared Balin as he began pushing furniture out of the way.

"Ev everyone? How many more are there?" Inquired Bilbo in fear while trying to stop the dwarves from moving his things around. About a minute went by of Bilbo continuing to try and get the dwarves out of his house when the doorbell rang AGAIN. "Oh no. No, no!" Bilbo yelled as he made his way to the door. "There's nobody home. Go away, and bother somebody else. There's far too many dwarves in the dining room as it is. If if If this is some clotterd's idea of a joke, ha ha, I can only say, it is in very poor taste." When the small hobbit opened the door eight dwarves fell inside like bowling pins. As the dwarves got back to their feet, Bilbo noticed the tall wizard standing outside behind the pile of dwarves. "Gandalf," he said as he suddenly realized how the dwarves found this place.

* * *

The dwarves were moving back and forth between the dining room and the pantry as they began putting lots of food on the table. Each time one of the dwarves passed by the small hobbit they were bombarded with demands.

"Those are my plates! Excuse me! Not my wine. Put that back. Put that back! Not the jam, please! ...Excuse me." Suddenly the hobbit noticed one of the dwarves carrying four wheels of cheese back to the table. "Excuse me. A tad excessive, isn't it? Have you got a cheese knife? Put that back," Bilbo demanded. However, the dwarves just didn't seem to care.

"My dear Bilbo, what on earth is the matter?" The Grey Wizard asked while knowing full well what was the matter.

"What's the matter? I'm surrounded by dwarves. What are they doing here?" Bilbo retorted.

"Oh, they're quite a merry gathering, once you get used to them," explained Gandalf.

That answer didn't satisfy the hobbit. "I don't want to get used to them. The state of my kitchen! There's mud trod into the carpet, they've pi pillaged the pantry. I'm not even going to tell you what they've done in the bathroom; they've all but destroyed the plumbing. I don't understand with they're doing in my house." The hobbit then let out a sigh. "Well at least that's the last of them," he said with a slight tone of relief.

"Whatever do you mean?" Asked Gandalf.

"The dwarves," Bilbo answered. "At least no more are coming."

Gandalf gave a look as if he knew something that the hobbit did not, which Bilbo noticed.

"Gandalf…. Gandalf there are no more dwarves, yes?" demanded the hobbit.

The wizard looked down at the hobbit, not wanting to answer that question, "well...you see…um…" answered the wizard. "There are still two guests who have yet to arrive… a dwarf and a man."

The hobbit opened his mouth to retaliate, but one of the dwarves, whose name was Ori, walked up and interrupted him. "Excuse me. I'm sorry to interrupt, but what should I do with my plate?"

"Here you go, Ori, give it to me," shouted Fili.

Fili took the plate from Ori and threw it at Kili, who threw it behind his back to Bifur, who was standing at the sink. Bifur caught it behind his back, without even looking at it. Kili, Fili, and the other dwarves began throwing the plates, bowls, and utensils to each other, eventually throwing them in the sink to be washed. As dishware flew through the air, Gandalf ducked every so often to avoid getting hit.

Bilbo was getting worried that something would break. "Excuse me, that's my mother's West Farthing crockery, it's over a hundred years old!"

The dwarves at the tablet began rhythmically drumming on the table with utensils and their fists.

"And can can you not do that? You'll blunt them!" Bilbo added.

Suddenly, all the dwarves began to sing.

 _"_ _Blunt the knives, bend the forks_

 _Smash the bottles and burn the corks_

 _Chip the glasses and crack the plates_

 _That's what Bilbo Baggins hates!_

 _Cut the cloth and tread the fat_

 _Leave the bones on the bedroom mat_

 _Pour the milk on the pantry floor_

 _Splash the wine on every door_

 _Dump the crocks in a boiling bowl_

 _Pound them up with a thumping pole_

 _When you've finished, if any are whole_

 _Send them down the hall to roll…_

 _That's what Bilbo Baggins hates!"_

Suddenly, there were three knocks on the door, and everyone went silent.

"They're here," Gandalf whispered.

 **A/N: Yes, Madara will appear in the next chapter. I really wanted to put him in this one, but I felt like this was a good way to end the chapter. Please, please, please review and let me know what you think of the story so far. Until next time…bye.**


	3. Company of 16

Company of 16

Bilbo went over and opened the door. Standing there was Thorin Oakenshield and Madara Uchiha. The two warriors made their way inside. However, Madara had to bend down to make his way through the door.

"Gandalf," said Thorin. "I thought you said this place would be easy to find. I lost my way, twice. I wouldn't have found it at all had it not been for that mark on the door."

Madara took off his sandals and put them beside the door. "Three times. You got lost three times; I was counting," the Uchiha corrected.

Oakenshield shot an annoyed look at the raven-haired shinobi.

Bilbo looked puzzled. "Wait… did you say mark? There's no mark on that door. It was painted a week ago."

The hobbit was about to go and check, but the wizard stopped him. "There is a mark, I put it there myself. Now, allow me to introduce the last two members of our party. Thorin Oaken shield and Madara Uchiha."

Madara's eyes scanned the hobbit from top to bottom. " _So… this is a hobbit…"_ the Uchiha thought. He had heard of these creatures during his time in Middle Earth, but had never actually seen one up close.

Thorin scanned Bilbo as well. "So... wizard ...this is the hobbit you were talking about. Tell me, Mr. Baggins, have you done much fighting?"

"Pardon me?" inquired Bilbo.

"Ax or sword?" Oakenshield demanded. "What's your weapon of choice?"

"Well, I do have some skill at conkers, if you must know... ...but I fail to see why that's relevant."

"Thought as much. He looks more like a grocer than a burglar," Thorin laughed.

"What news from the meeting in Ered Luin?" Inquired Balin. "Did they all come?"

"Aye," answered Thorin. "Envoys from all seven kingdoms."

"And what did the dwarves of the Iron Hill say?" Dwallin asked. "Is Dain with us?"

Thorin looked forlorn at this question. "They will not come. They say this quest is ours, and ours alone."

The hobbit's ears perked up. "You're doing a quest?"

Madara looked down at the hobbit. "Of course, why else would we be dressed like this?"

After the Uchiha's remark, Bilbo realized the stupidity of his question.

"My dear Bilbo, we are headed to a single solitary peak. Wherein lies a kingdom filled with gold beyond measure," Gandalf explained.

The Baggins suddenly realized what the wizard was referring to. "The Lonely Mountain."

"Aye," agreed Gloin. "Oin has read the portents, and the portents say: it is time."

"Ravens have been seen flying back to the mountain as it was foretold, when the birds of the old return to Erebor, the reign of the beast will end," Oin confirmed.

"Uh…what beast?" Asked Bilbo.

"Well that would be a reference to Smaug the terrible," Bofur replied. "Chiefest and greatest calamity of our age. Airborne fire breather, teeth like razors, claws like meat hooks, extremely fond of precious metals."

Ori stood up. "I'm not afraid, I'm up for it. I'll give him a taste of the dwarfish iron right up his jacksy!"

"Sit Down!" demanded one of the dwarves

"The task would be difficult enough with an army behind us, but we number just thirteen, and not thirteen of the best, nor brightest," stated Balin.

Ori perked up. "Hey! Who are you calling dim?"

"What did he say?" demanded Oin.

"We may be few in number. But we're fighters, all of us! To the last dwarf!" Declared Fili.

"And you forget we have the Red Demon in our company, slayer of the great Dragon Beorg," explained Kili.

Suddenly all eyes turned to Madara, who as sitting quietly between Kili and Fili.

"But the stories say he's killed more dragons than that!" Ori shouted excitedly.

Suddenly all the dwarves became curious. "Well, how many dragons have you killed? Go on, give us a number!" Dori asked Madara.

"Many," the Uchiha answered simply. "However, Beorg is the deadliest of the serpents I have faced."

"How did you manage to take him all on your own?" Bofur questioned. "Is it true what they say in the story? That you finished him off by…"

"Enough!" Thorin interrupted as he stood up. "If we have read these signs, do you not think others will have read them too? Rumors have begun to spread. The dragon Smaug has not been seen for sixty years. Eyes look East to the mountain, assessing, wondering, weighing the risk. Perhaps the vast wealth of our people now lies unprotected. Do we sit back while others claim what is rightfully ours? Or do we seize this chance to take back Erebor?"

"You forget, the Front Gate is sealed," Balin revealed as Thorin sat back down. "There is no way into the mountain."

Gandalf suddenly pulled out a key. "That, my dear Balin, is not entirely true."

Thorin instantly recognized what key Gandalf was holding. "How came you by this?"

"It was given to me by your father. By Thrain. For safekeeping. It is yours now," he answered as he handed the key to Thorin.

"If there is a key, there must be a door," realized Fili.

Madara shook his head at the stupidity of that comment.

Gandalf nodded. "These runes speak of a hidden passage to the Lower Halls."

Kili perked up. "There's another way in?"

Suddenly, Madara felt the need to chime in to these idiotic comments made by the dwarves next to him. "What part of hidden passage did you not understand Kili?"

Much like Bilbo did before, Kili realized the stupidity of his comment.

"Yes Kili," answered Gandalf. "if we can find it, but Dwarf doors are invisible when closed. The answer lies hidden somewhere in this map...and I do not have the skill to find it. But there are others in Middle-earth who can. The task I have in mind will require a great deal of stealth... ...and no small amount of courage. But if we are careful and clever, I believe that it can be done."

Ori glanced over at Bilbo. "That's why we need a burglar."

"Hmm. And a good one too. An expert, I'd imagine," added Bilbo.

Madara was annoyed by the obliviousness of the hobbit. "You fool… do you still not understand?"

The Baggins was taken aback somewhat. "Understand? What do you mean understand? I understand that you need burglar from what I've heard so far."

The Uchiha cocked an eyebrow at Bilbo and suddenly the hobbit understood.

"Me? No. No, no, no. I'm not a burglar. I've never stolen anything in my life."

"Well, I'm afraid I have to agree with Mr. Baggins. He's hardly burglar material," said Balin.

Dwallin agreed. "Aye, the Wild is no place for gentle folk who can neither fight nor fend for themselves."

"Enough!" Declared the wizard. "If I say Bilbo Baggins is a burglar, then a burglar he is. Hobbits are remarkably light on their feet. In fact, they can pass unseen by most, if they choose. And, while the dragon is accustomed to the smell of Dwarf... ...the scent of a Hobbit is all but unknown to him... ...which gives us a distinct advantage. You asked me to find the 16th member of this company and I have chosen Mr. Baggins. There's a lot more to him than appearances suggest. And he's got a great deal more to offer than any of you know. Including himself. You must trust me on this."

"I believe Gandalf may be right," said Madara. "There is more to the hobbit than meets the eye."

"Fine," said Thorin. "We'll do it your way wizard. Balin, give him the contract."

Balin pulled the contract out of his pocket and handed it to the hobbit. "There ya are laddie."

Bilbo took the contract and began unfolding it. Once unfolded, the contract reached all the way to the floor. The hobbit had never seen paper as long as the one he was currently holding. He was quite impressed to say the least.

The hobbit began scanning over the top section of the contract and came across an unruly amount of text. "What's all this?"

Balin knew what Bilbo was referring to. "It's just the usual summary of out-of-pocket expenses, time required, remuneration, funeral arrangements, so forth."

"Funeral arrangements?" Bilbo's heart skipped a beat, but he shook the words out of his head and continued reading. "Total's cash on delivery, up to but not exceeding, one fourteenth of total profit if any. Present company shall not be liable for injuries inflicted by or sustained as a consequence thereof, including, but not limited to…lacerations. Evisceration. (looks to the dwarves) Incineration?" He said aloud.

"Oh aye, he'll melt the flesh off your bones in the blink of an eye," Bofur added.

Balin looked over and noticed the hobbit looked a little flush. "You alright laddie?"

"Huh? Yeah, I fe…I feel a bit faint," Bilbo stutterd.

Bofur began adding to more detail to his previous statement; which added more fuel to Bilbo's anxiety. "Just think furnace, with wings," said the dwarf.

The hobbit bent down as if he were going to barf. "I... I need air."

"Flash of light, searing pain, then poof! You're nothing more than a pile of ash!" Bofur finished.

Suddenly, the hobbit fainted.

* * *

After a while the hobbit came back to his senses and was sitting in a chair by the fire place. Everyone was asleep except for Bilbo, Gandalf, and Madara.

"I'll be all right. Just let me sit quietly for a moment." He assured Gandalf who kept asking if he was alright.

"You've been sitting quietly for far too long," replied the wizard. "Tell me, when did doilies and your mother's dishes... ...become so important to you? I remember a young Hobbit who was always running off in search of Elves in the woods. Who would stay out late, come home after dark... ...trailing mud and twigs and fireflies. A young Hobbit who would have liked nothing better... ...than to find out what was beyond the borders of the Shire. The world is not in your books and maps. It's out there."

Bilbo let out a sigh of frustration. "I can't just go running off into the blue. I am a Baggins of Bag-end."

"You are also a Took. Did you know that your great-great-great-great-uncle Bullroarer Took was so large, he could ride a real horse?" Asked the wizard.

Bilbo sighed. "Yes, I knew that."

"Well he could," Gandalf reassured. "In the Battle of Green Fields, he charged the Goblin ranks. He swung his club so hard, it knocked the Goblin king's head clean off... ...and it sailed 100 yards through the air and went down a rabbit hole. And thus, the battle was won. And the game of golf invented at the same time."

"You made that part up," the hobbit realized.

Gandalf chuckled. "Well, all good stories deserve embellishment. You'll have a tale or two to tell of your own when you come back."

Bilbo looked over noticed Madara leaning against the wall with his eyes closed. Bilbo had never seen anyone sleep in an upright position before, but the hobbit was almost certain that the shinobi was asleep.

"What about him?" Asked Bilbo. "Why do the dwarves call him the Red Demon? Surely that name is a result of some embellishment."

Gandalf gave a stunned look towards Bilbo. "Do you mean to tell me that you've never heard the tale of the Red Demon?"

Bilbo looked confused. "Uh-no, I can't say that I have."

"Hmm… I suppose it would only make sense that a hobbit would be unaware of such a tale. They live such peaceful lives. Shut off from the works of evil that constantly surround them. In fact, it is very rare to come across a hobbit that is completely aware of the world outside his own." Gandalf smiled at Bilbo as he noticed the look of intrigue written on his face. "Would you like for me to tell you the tale?" The wizard asked.

"Uh, s-sure…if you don't mind," Bilbo stuttered.

Gandalf put his smoking pipe back in his mouth. Not because he needed it, but because this is what the wizard always did when he told a story. After exhaling a single puff of smoke; the wizard began his tale.

 _(Gandalf tells the Tale of the Red Demon)_

 _"_ _Long ago…before Smaug ever set foot inside the Lonely Mountain; there existed another great and terrible Dragon. A Dragon by the name of Be'org. Now, this beast was unique in the sense that it was unlike any other fiery serpent of its kind. While most dragons were born with the lust for silver and gold; this particular dragon developed an overwhelming passion for bloodshed. And so, with every passing day, Be'org would leave behind the ruins of a burning village in his tracks. Desperate to put an end to the beast's reign of terror, many armies assembled together and tracked the beast down to it's nest in the Bale Mountains. However, the attempt to destroy the beast was in vain. Before the forces of Middle Earth could even reach the mountains, they were reduced to ash by the beasts unrelenting flames._

 _As time went by and the cycle of death continued; the people of Middle Earth had lost hope; they believed that no one was capable of killing the dragon. Then one day when Be'org was about to lay waste to a town called Arrastel, a mysterious soldier with armor and weaponry unlike any other stood confidently before the beast on the outskirts of the city. With the dragons need to kill, and the outsider's need to defend the people; the two engaged in a fierce and fiery battle. Onlookers of the struggle say that in the midst of the battle the man's eyes turned blood red like that of a demon. Hence the name given to him by the people of the town, 'The Red Demon.' As the clash between man and beast continued, both combatants eventually came to a standstill. Be'org stood trembling from overexertion, but the soldier in clad red stood calm and collected. Never before had Be'org faced such an opponent. In an outrage Be'org let out a defiant roar and charged the mysterious soldier. But before the Beast could even reach his target, the Red Demon somehow managed to engulf the beast in black flames. As Be'org took notice of his impending doom, he flew into the sky in an attempt to somehow escape from the black flames that were slowly destroying his body. But the beast's fate had already been sealed, as his corpse plummeted into a nearby lake called Noire. After the battle the people of Arrastel ran to thank their savior, but the stranger mysteriously disappeared without a trace. However, the people of Arrestel never forgot the mysterious hero. In honor of the Red Demon the people of Arrestel Renamed the town Naru. And at long last, the rest of Middle-Earth was finally free from the destruction of the great and terrible Dragon Be'org. And that dear Bilbo, is the Tale of the Red Demon."_

Bilbo was amazed to say the least. "That is quite impressive," admitted the hobbit.

Gandalf agreed. "You too have the chance to come home with a heroic title just as Madara did long ago," stated Gandalf. "You could see the world from outside the shire. A world of both beauty and adventure."

The hobbit sighed. "Can you promise that I'll come back?"

"No," Gandalf answered bluntly. "And if you did...things would not be the same."

"That's what I thought. Sorry, Gandalf, I can't sign this. You've got the wrong Hobbit," Bilbo apologized.

"It appears we've lost our burglar," said Madara. "Probably for the best."

Both Bilbo and Gandalf looked back in surprise. Bilbo more so than the wizard. " _Has he been awake this whole time_?" Bilbo wondered. "Wait, what do you mean it's probably for the best?" The hobbit demanded.

"I meant exactly what I said," replied the Uchiha. "Everyone in life eventually leaves their mark on the world. So tell me, Bilbo Baggins, how do you want to leave your mark on the world? By joining us on a once in a lifetime adventure? Or by hiding away in your little hobbit hole?"

Bilbo looked down at the contract and then back at Madara. "I just can't. I'm sorry I just can't do it," he answered as he placed the contract on the table next to him.

"Well that's that then," said the wizard as he laid down to get some sleep

Madara looked back over to Bilbo. "Do as you wish. But if you change your mind we're leaving at sunrise."

with disappointment in himself, Bilbo too laid down and went to sleep.

* * *

The next morning Bilbo woke up to find that the house was completely empty. And to the hobbits surprise the house looked as if nothing had ever happened. all the dishes were clean and the floors had even been scrubbed. He wondered how he was able to sleep through everyone cleaning his house. The hobbit cracked his back and made his way to the dining room. However, as he did, the words Madara spoke last night kept running through his head. " _So tell me, Bilbo Baggins, how do you want to leave your mark on the world? By joining us on a once in a lifetime adventure? Or by hiding away in your little hobbit hole?"_ Bilbo tried to shake the words out of his head, but they just kept coming and coming and coming. There was a part of him that wanted to go on an adventure, but the fear of what could happen scared him to death. "I can't do it," he told himself. One last time the words Madara spoke went through his head. " _So tell me, Bilbo Baggins, how do you want to leave your mark on the world? By joining us on a once in a lifetime adventure? Or by hiding away in your little hobbit hole?"_ After contemplating in his head for what felt like an eternity, the hobbit looked over and noticed the contract resting on the small table in the living room. And it was at that moment that the hobbit made his decision.

Bilbo ran out the door with the contract in his hand. However, one of his neighbors noticed him and immediately thought something was wrong. "Are you alright Bilbo!? Where are you off to in such a hurry!?"

The hobbit looked back as he continued running. "No time to talk! I'm going on an adventure!"

 **A/N I hope you guys enjoyed it. I really need to improve on my writing in a couple of these sentences. I will make sure to work on that before posting chapter 4.**


	4. The Journey Begins

The Journey Begins

The dwarves were riding their ponies, and Gandalf his horse. The Uchiha walked behind the wizard who was leading the company down a path through a wooded area.

Thorin had a look of disappointment and anger on his face as he walked. "What are we to do without our burglar?"

Bofur perked up from the back of the line. "Make do with what we have I suppose." Suddenly, Bofur realized something. "Wait… why bother recruiting a burglar? Why not kill the dragon first and then retrieve the Arkenstone?"

Madara looked back over his shoulder towards Bofur. "If we were to engage the dragon first, the Arkenstone would almost certainly be destroyed amidst the chaos," he answered. "And besides, I wouldn't worry too much about our burglar not showing up."

"What makes you say that?" Asked Kili

Suddenly, Bilbo came running towards the company with the signed contract in his hand. "Wait! Wait!" he shouted.

Everyone stopped and turned (except for Madara) in surprise to see the hobbit coming their way. Kili turned back towards Madara with  
a look on his face that seemed to ask the question 'how did you know?'

"I saw him running towards us about a mile back," the Uchiha answered.

The hobbit was nearly out of breath as he handed the contract to Balin. "I signed it," he said wearily.

Balin took the contract and began to inspect it with a pocket-glass. "Hmm… Everything appears to be in order. Welcome, Master Baggins, to the company of Thorin Oakenshield."

Some of the dwarves began to cheer for the hobbit.

"Give him a pony," declared Thorin.

"No, no, no, no, that-that won't be necessary, thank you, but I-I'm sure I can keep up on foot. I- I-I've done my fair share of walking holidays, you know. I even got as far as Frogmorton once-WAGH!" Bilbo's speech was cut off as two of the dwarves rode alongside him and picked him up from behind to put him on a pony.

After Bilbo struggled with his pony for about five minutes, he began to notice the dwarves throwing small bags of money back and forth. One of the pouches almost hit him in the face.

"What's this all about?" Bilbo asked the wizard.

"Oh, they took wagers on whether or not you'd turn up. Most of them bet that you wouldn't."

"What did you think?" Inquired Bilbo.

"Hmmm," Gandalf said as he caught a sack of money and put it in his pocket. "My dear fellow, I never doubted you for a second."

Suddenly, Bilbo began to sneeze. "Ohh. All this horse hair, I'm having a reaction." The hobbit began to search for his pocket  
handkerchief, but he was unable to find it. "No, No, wait, wait. Stop! We need to turn around," shouted the hobbit.

The company came to a halt, and the dwarves started objecting and asking what the problem was.

"What on earth is the matter?" Asked the wizard.

"I forgot my handkerchief."

Bofur tore a strip of cloth from his clothing and tossed it to Bilbo. "Here! Use this."

Bilbo caught the rag and looked at it in disgust. The dwarves laughed and continued their journey.

"Move on," declared Thorin.

Gandalf looked back at the hobbit. "You'll have to manage without pocket-handkerchiefs and a good many other things, Bilbo Baggins, before we reach our journey's end. You were born to the rolling hills and little rivers of the shire, but home is now behind you; the world is ahead.

* * *

After a few hours of riding through the woods; the company decided to stop to rest and make camp for the night. Each member of the party stood alone in silence as they kept to themselves. However, the silence was broken by a beastly howl in the distance.

"What was that?" Asked Bilbo nervously.

"Orcs," answered Madara.

Thorin jerked awake upon hearing this.

"Orcs?" Questioned the hobbit worriedly.

"Aye," answered Fili. "Throat-cutters. There'll be dozens of them out there. The lowlands are crawling with them."

"They strike in the wee small hours, when everyone's asleep," added Kili. "Quick and quiet; no screams, just lots of blood."

Bilbo looked away in fright; Fili and Kili looked at each other and began laughing.

Thorin looked over at the two dwarves in disgust. "You think that's funny? You think a night raid by orcs is a joke?"

"Calm yourself Thorin; they didn't mean it like that," the Uchiha interjected.

"Of course they didn't, they know nothing of the world," The dwarf king got up and walked up to the edge of the small cliff.

Balin walked up to Fili and Kili. "Don't mind him, laddies. Thorin has more cause than most to hate orcs. After the dragon took the Lonely Mountain, King Thror tried to reclaim the ancient dwarf kingdom of Moria. But our enemy had got there first."

Everyone turned their attention towards Balin as he continued his story.

"Moria had been taken by legions of Orcs lead by the most vile of all their race: Azog, the Defiler. The giant Gundabad Orc had sworn to wipe out the line of Durin. He began by beheading the King. Thrain, Thorin's father, was driven mad by grief. He went missing, taken prisoner or killed, we did not know. We were leaderless. Defeat and death were upon us. That is when I saw him: a young dwarf prince facing down the Pale Orc. He stood alone against this terrible foe, his armor rent…wielding nothing but an oaken branch as a shield. It was during this great duel that Thorin son of Thrain mustered the strength to sever the beast's left arm. Azog, the Defiler, learned that day that the line of Durin would not be so easily broken. Our forces rallied and drove the orcs back. Our enemy had been defeated. But there was no feast, no song, that night, for our dead were beyond the count of grief. We few had survived. And I thought to myself then, there is one who I could follow. There is one I could call King."

"But the pale orc? What happened to him?" Asked Bilbo.

Thorin turned around and walked away from the cliff's edge. "He slunk back into the hole whence he came. That filth died of his wounds long ago."

Unbeknownst to the company, there were some orc spies who had been keeping an eye on the group from a distance. "Send word to the master; tell him the dwarves are here," one of them said to the other.

Not too long after Balin's tale, everyone in the company except Madara and Gandalf fell asleep. the two sleepless men stood next to each other as they gazed off into the distance. The Uchiha stood with his arms smugly folded while the wizard smoked his pipe.

Gandalf was slightly concerned for Madara. The Uchiha hadn't slept the night before and it seemed as though tonight was going to be a repeat. "Why don't you rest old friend. I can take watch for the night," the wizard gently pleaded.

The Uchiha chuckled. "The shinobi are trained to endure at least three nights without sleep. I think I can manage…but thanks for the offer."

The wizard smiled and returned his gaze back to the trees in the distance. "You never cease to impress me, dear Madara."  
The Uchiha turned his head and looked over towards the rest of the group, now fast asleep. However, the red warrior's eyes were more particularly interested in the hobbit who was resting amidst the dwarves. As his eyes stayed glued on the halfling, he could not help but feel slightly concerned for the creature's wellbeing. Gandalf noticed the direction of Madara's stare. "You worry for Bilbo," the wizard stated rather bluntly.

"How can I not," replied the Uchiha. "Recruiting him wasn't the hard part; it's keeping him alive. He hasn't the slightest idea of how to fend for himself. It is his greatest flaw; a flaw that will lead him to his death."

Gandalf mirrored the shinobi and turned his gaze towards the hobbit as well. "Indeed, his lack of combat experience is most certainly his greatest flaw. However, I believe that his knack for stealth will be his greatest strength during our perilous journey; a strength that may very well keep him alive."

"I certainly hope so," Madara replied ambitiously. Suddenly, a strange howl was heard not too far from where they currently stood. Both wizard and shinobi focused their attention to where the sound originated. As their eyes scanned the distance, Madara was the first to spot something suspicious. "Gandalf, look." The red warrior pointed his finger at a couple of trees that were shaking about a mile away.

Gandalf and Madara looked and noticed that the trees were moving as if something rather large was making its way towards the company. Whatever it was, the mysterious creature made the unusual cry once again. And this time the wizard knew exactly what creature this strange sound belonged to. "Trolls," Gandalf realized.

"Trolls? As in more than one?" Questioned Madara.

"Yes, and judging by the intensity to which the trees are being shaken; I would say there are roughly three of them in total."

After hearing this the red shinobi began to make his way down the small cliff side and towards the trees moving in the distance.

"Are you certain you don't want me to go in your stead?"

After hearing this, Madara came to a halt and turned towards the wizard. "I'm sure...I need something to do anyway."

Gandalf gave a slight chuckle at this comment. "Well… it seems your mind is made up. And I know that once an Uchiha's mind has been set, it cannot be swayed so easily. Just make certain that you return by sunrise. We will be on the move by then."

And with that, Madara nodded and made his way down the cliff side.

The red shinobi soared through the trees as he made his way towards the trolls. The only time he ever came to a stop was when he needed to listen and make sure he was still on the right path. Every time the shinobi stopped to listen out for the trolls, it seemed as though another sound was beginning to mix with the one he was following. The closer he got towards the source; the more these sounds seemed to blend. After about an hour of jumping through trees, the red warrior landed quietly on the forest floor. At last the Uchiha had reached his target. Madara concealed himself in a nearby bush as he studied the Trolls from afar. The red ninja was a little surprised to see that the trolls were no longer moving. At the moment, the three beasts were sitting around a campfire bickering amongst themselves.

(The Trolls conversation. The names of each troll are William, Bert, and Tom.)

"I swear, every time we're on the move Bert starts whining about his legs halfway through," Tom complained.

"I have tiny legs for a troll. I told you this already," Bert shot back.

Tom backhanded Bert.

"Ow!" Bert whined.

"You are a sad excuse for a troll…can't even take one step without stopping to rest," Tom said angrily. "William caught scent of those ponies about a mile back. And we'd probably be roasting them over a fire by now if it wasn't for you."

William decided to join Tom in chewing out their youngest brother. "If you keep slowing us down on our hunting trips, we're gonna start leaving you back at the cave."

Bert was about to defend himself, but he decided it would be best to change the subject. "Well…since we're already here...why don't we eat that noisy elf we've been carrying around."

Bert grabbed a sack that lay next to him and turned it upside down. After shaking the bag a few times, something fell out with a loud thud. It was a she-elf. She somehow managed to get to her feet even though her hands were tied behind her back. She had short blonde hair, so blonde in fact that it appeared white at first glance. The elf also wore clothing similar to the layout of the forest, however, the most unique aspect about this elf was that fact that she carried herself in a less graceful way than that of her kin. Madara knew this could only mean one thing; she was a Lithrelian elf.

"Mmm... she looks tasty," Bert drooled as he reached out to grab her. But the troll's hand was met with a strong kick from the she-elf.

"Ow! Why does everything wanna hit me today!?"

The She-Elf attempted to make a run for it, but her path was blocked when William slammed his hand down in front of her. "Where do you think you're going?"

Tom began to lick his lips. "As much as I hate to say it. I think I agree with Bert. She does look pretty tasty."

All three of the trolls began to move in closer towards her. The she-elf could see no way out of this, but she would fight till the end if she had to. The trolls moved in closer… and closer…and closer… until the completely unexpected happened. blood began spraying from Bert's throat as he slowly fell to the ground.

"What the bloody hell just happened!?" Shouted William. Before either of the trolls could comprehend what was going on, Tom became engulfed in black flames. The burning troll dropped to the ground and began writhing in pain from the seemingly inextinguishable flames. William frantically looked around in an attempt to locate this mysterious assassin. Finally, William's eyes rested upon a man in red armor, who stood on a nearby tree branch. However, before the troll could even make a move; an explosive kunai landed between the beast's eyes. And no more than a second later, the beast was relieved of his head in the most gruesome way.

As quickly as the fight began, it was over. Each troll had been killed in a unique yet brutal fashion. Madara's attacks had been carried out so swiftly that for a while the elf acted as if the trolls were still closing in on her. Unbeknownst to the elf, Madara had landed quietly behind her. The she-elf only became aware of the shinobi's presence when the Uchiha cut the rope that bound her hands. the moment her bonds were cut, the elf turned around in both shock and surprise to find the ninja standing there. "Who are you?" she asked. The more the elf studied the stranger the more she began to recognize who he was. "Wait…your him. Madara Uchiha, the Red Demon of the North."

Madara didn't confirm her assertion, instead he decided to change the subject of the conversation. "What is an Lithrelian elf doing all the way out here in the middle of the night?" He asked.

"Well…I usually don't reveal my intentions to strangers. But seeing as how you just saved my life; I feel like I can trust you. I came out here to retrieve something precious to my people, an ancient material called Nymra. It is a rare element used in the crafting of Evenstars."

The Uchiha looked over towards the three dead beasts. "So, how did you end up with these trolls?"

"Well…you see…Nymra is a very difficult material to find," she replied. "Not only is it scarce in number, but it is also rather particular in where it chooses to appear. The only place Nymra can be found is inside of a troll horde. I managed to locate one about half a mile north from here, but before I could begin scavenging for the material; I was captured by this unsavory trio."

Satisfied with that answer, Madara decided it was time to head back. "Well, make sure you don't run into anymore trolls," he said while preparing to make a huge leap into the trees.

"Wait!" shouted the elf; causing Madara to pause mid leap. "Where are you going?"

"Back to my camp," Madara answered simply.

The elf looked slightly offended. "You would leave me out here, defenseless?

Madara was confused by this comment. "You have a bow and a quiver of arrows on your back. How are you defenseless?"

The she-elf blushed angrily. "You fool... that's not what I meant...There could be more trolls out there. I could get captured again."

"Circle of life," Madara replied bluntly. "And besides, I have allegiance to a wizard at the moment." The Uchiha turned around and began walking back to camp.

"Alright, but if you don't come with me, you'll be missing out on an opportunity to find some weapons for your journey,"

After hearing this, Madara came to a halt and turned around. "What do you mean?"

"Isn't it obvious?" Replied the elf. "Troll hordes almost always harbor the weapons of deceased warriors."

Madara thought about this for a moment, although he personally didn't need any weapons, he thought of one hobbit in particular who did. "Alright, I'll tag along for a while."

With a smile on her face, the she-elf led Madara to the troll horde.

* * *

It took both Madara and the elf about thirty minutes to reach the troll horde. "Well…. this is it," she said while motioning towards the cave.

The foul stench emanating from the cave made both their eyes water. "Yep…that's definitely a troll horde," Madara confirmed.

The two made their way inside the cave. While the elf searched for Nymra, Madara rummaged for weapons; sifting through piles of steel with his Gunbai. Unfortunately, each blade seemed to be quite old an worn down. "These weapons are too brittle and broken," the Uchiha thought. Suddenly, the shinobi came across one particular sword that seemed to still be in good condition. It was a small elvish blade, a blade too small for Madara to make use of. But as he studied the blade, a certain hobbit came to mind. "Perhaps this could still be of use after all," he thought. As the ninja fastened the blade around his waist, he turned his attention towards the elf who had a pile of white crystal stones in her hands.

"I found it," she said as she walked over to show Madara.

The shinobi studied the luster and beauty of the rocks. "I didn't think such a repulsive place could harbor such beauty," he said.

"Yes, it is a very strange place to find Nymra," she agreed. "It's a shame that they do not appear in more pleasant places." The elf then put the small stones in her pocket. When the elf looked up again, she noticed Madara leaving the cave. "Wait!" She shouted. "Where are you going!?"

The ninja stopped and turned towards the she-elf. "You and I both have everything we need now; which means it's time to go our separate ways." suddenly, Madara realized he forgot something. "I guess I should probably thank you for bringing me here. What is your name?"

"Gilrin, my name is Gilrin," she replied.

"Well...Gilrin...thank you for leading me to this troll horde... I guess,"

Madara turned his back towards the elf, as he prepared to take off. However, he paused when he heard the elf's voice one last time.

"Do you think we'll meet again?" She asked.

"Well...I don't usually visit the Lithrelian elves to often. So logistically speaking, I'd say no."

Gilrin looked disappointed by that answer.

"However..." he continued. "I have a strange feeling that our paths will indeed cross once again."

And with that, Madara took off into the trees. leaving Gilrin in a state of contentment. 

* * *

(Location-Gandalf and company)

The time in which Madara was supposed to return had long since passed, and the company was once again on the move.

Thorin was walking behind Gandalf. "Some dragon slayer… can't even make it back before sunrise," the dwarf king scowled.

"He is indeed late," agreed the wizard.

After hearing this from the back of the line, Kili and Fili walked up to the front of the line where Thorin and Gandalf led the company. "You don't think he's been captured?" Asked Kili. "Do you Gandalf?"

Gandalf looked at Kili as if he had just told him that the sky was red. "Do you know of whom you speak, dear Kili? The might of Madara cannot be subdued by a few cave trolls. I'm certain he'll catch up to us eventually."

Suddenly, Thorin noticed something in the distance. "Something's coming!" He shouted.

Gandalf looked and saw what appeared to be a snake-like creature headed towards them. "Stay together!" he yelled. "Hurry now! Arm yourselves!" As the strange creature drew closer; Gandalf's sword began to lower as he slowly recognized who it was.

"Thieves! Fire! Murder!" The stranger yelled as he rode towards the company on a rabbit-drawn sled. The newcomer pulled up short by the company.

"Radagast the Brown. What on earth are you doing here?" Inquired Gandalf.

"I was looking for you, Gandalf. Something's wrong. Something's terribly wrong. The Greenwood is sick, Gandalf. A darkness has fallen over it. Nothing grows any more, at least nothing good. The air is foul with decay. But worst are the webs."

"Webs? What do you mean?"

"Spiders, Gandalf. Giant ones. Some kind of spawn of Ungoliant, or I am not a Wizard. I followed their trail. They came from Dol Guldur."

Gandalf had a look of both fear and confusion written on his face. "Dol Guldur? But the old fortress is abandoned."

"No, Gandalf, it is not. A dark power dwells there, such as I have never felt before. It is the shadow of an ancient horror. One that can summon the spirits of the dead." I saw him, Gandalf. From the darkness, a Necromancer has come."

 **A/N Madara will reunite with the company at the beginning of the next chapter. Also, the dragon Be'org is pronounced (Bae – Yorg.) See ya'll next time.**


	5. Shelter in Rivendell

Shelter in Rivendell

The whole forest seemed to go quiet upon hearing the word Necromancer.

"A Necromancer. Are you sure?" Asked Gandalf

Radagast pulled out a cloth wrapped package and handed it to Gandalf. Gandalf untied it and opened it; upon seeing its contents, he looked concerned.

"That is not from the world of the living," replied Radagast

Suddenly, a howl was heard in the distance. Bilbo was the first to react. "Was that a wolf? Are there—are there wolves out there?"

"Wolves?" Replied Bofur. "No, that is not a wolf."

From behind a nearby crag, a Warg appeared; it leapt into the air towards Bombur. However, before the beast could make contact with its prey, a small elvish blade flew through the air and buried itself in the beast's skull. Killing it midair. The Warg's corpse landed only inches away from Bombur. The close encounter caused the round dwarf to fall backwards in surprise.

As the dwarves went over to help Bombur to his feet; they noticed a man not too far down the trail walking towards them. It was Madara. The group was relieved to see the shinobi's return.

Madara went over and rested his foot atop the creature's head. "Warg-Scouts," he said as he pulled the blade from the beast's skull.

"Which means an Orc pack is not far behind," added Thorin.

"Orc pack?" Repeated Bilbo nervously.

Gandalf turned his attention to Thorin. "Who did you tell about your quest, beyond your kin?"

"No one," answered Thorin.

"Who did you tell!?" He demanded once more

"No one, I swear," the dwarf replied. "What in Durin's name is going on?"

Gandalf looked around to see if there were any other beasts anxious to attack the company. "You are being hunted," he answered.

"We have to get out of here," declared Dwallin.

"We can't! We have no ponies; they bolted," Ori realized.

"I'll draw them off," declared Radagast.

Gandalf turned toward the brown wizard. "These are Gundabad Wargs; they will outrun you."

Radagast gave a conceited smile. "These are Rhosgobel Rabbits; I'd like to see them try."

* * *

Yazneg, the orc leader of the Warg Riders, and his Wargs searched through the forest for the Company; suddenly Radagast and his rabbits shot out of the forest, and the Wargs began to chase him.

"Come and get me! Ha ha!" The wizard shouted as the Wargs followed close behind.

Gandalf watched from behind a rock as he waited for Radagast and the Wargs to disappear into the distance. "Come along now!" He ordered the company.

The party rushed across a rocky plain. In the distance, Radagast was being chased by the Wargs. One of the beasts crashed while trying to catch him.

As the company ran across the plain, they looked and saw the Wargs not too far from where they were, so they hid themselves behind the rocks until they could move without being seen again.

[The Warg's ran right past them.]

"Move!" Ordered Gandalf.

As the Company ran, Radagast drove his sled beneath an overhanging projection of rock; he ducked, but the Orc on the Warg behind him got knocked off.

As the dwarves continued running, they eventually reached another rock to rest by. As the dwarves panted for breath, Thorin turned towards Gandalf. "Where are you leading us?" He asked.

Gandalf looked at Thorin but didn't answer.

As the Warg scouts continued to chase Radagast, one of them came to a stop and sniffed the air. As the dwarves took cover behind the outcropping of a rock; the scout and his Warg appeared on top of the outcropping, as the beast sniffed the air once more. Thorin looked at Kili and nodded; readying an arrow, Kili quickly stepped out and shot the Warg. The Warg and the orc on it fell near the dwarves, and the dwarves killed them. However, the sounds of their fight carried quite far; the other Warg scouts stopped chasing Radagast as they heard the roars and screams from behind the rocks.

Yazneg looked and saw the company next to the outcropping. "The Dwarf scum are over there! After them!" He roared.

The Warg scouts howled as they stopped pursuing Radagast and began pursuing the company.

"Run!" Shouted Madara.

The company ran through a grassy plain; Wargs began to surround them from all sides.

"They're surrounding us!" Alerted Gloin

"This way! Quickly!" Gandalf ordered.

They ran for a while longer, but then came to a halt as they saw the Wargs charging them from both sides.

Taking notice of the impending danger, Madara began weaving through hand signs. "Fire Style: Phoenix Flower Blitz!" He shouted as a good number of Warg scouts were incinerated by a volley of fire balls.

Not wanting to feel useless, Kili and Fili ran towards the Uchiha and began shooting Wargs alongside him.

As Madara, Fili, and Kili kept up the barrage, Gandalf looked around for a place to escape. Suddenly, the wizards eyes rested upon a large rock, which he ran towards and disappeared.

Soon after the wizard's disappearance, the company became surrounded by more and more Wargs.

"We're surrounded!" Stated Kili as he shot his last arrow at a Warg rider. Suddenly, the dwarf looked around and noticed someone was missing. "Where is Gandalf?" He asked.

Dwallin looked around for the wizard as well. "He has abandoned us!"

As the Wargs drew closer, the dwarves unintentionally began to gather closer to each other near the rock Gandalf disappeared by.

Realizing that things were about to get dicey, Thorin drew his sword. "Hold your ground!" He told the company.

As the company prepared to meet them with their swords, Gandalf popped up from a crack in the rock behind them. "This way, you fools!" He shouted.

The company took notice of the wizard and made their way to him.

As the Wargs approached, the dwarves and Bilbo slid into a large crack in the rock, which led into a cave.

Gandalf counted the party members as they slid in. And It didn't take the wizard very long to realize that one was missing. "Where is Kili?" He asked.

After realizing that Kili had not been accounted for, Madara made his way out of the fissure and back onto the rocky plain. The Uchiha looked and saw the dwarf running towards them from about 100 yards away. However, Kili did not seem to realize that a Warg was close on his tail. "Kili! Run Faster!" the Uchiha shouted.

Sensing the urgency in the shinobi's voice, Kili looked behind him and saw the Warg closing in on him. After realizing this, the dwarf began to pick up the pace. However, Madara knew that unless he intervened; the dwarf would soon be overtaken by the Warg. So, using his ninja speed, Madara made his way over to the dwarf and came to a stop. "Keep going!" He ordered as Kili ran passed him. As the Warg made its way towards the shinobi, Madara gripped the handle of his Gunbai and waited. The beast drew closer…and closer…and closer…until finally, it was close enough. With one swift stroke of his Gunbai, the shinobi created a tempest of wind which sent the Warg flying into another Warg a great distance away. Proud of his handiwork, the Uchiha ran to the crack in the rock and reunited with the rest of company.

As the Wargs were about to reach the crack, they were met with a mysterious flurry of arrows. One of the Warg riders was hit with an arrow and his corpse rolled into the crack where the company hid.

Thorin walked up to the lifeless orc, pulled the arrow from its head, and began inspecting it. "Elves," he realized.

* * *

Madara looked deep into the cave and then looked at Gandalf. "I cannot see where the pathway leads. Do we follow it or no?" He asked.

"Follow it," the wizard answered simply.

It took the company merely a minute to reach the caves exit. When they did, they noticed that the path opened up to an elvish city.

"Rivendell," Bilbo realized.

The wizard smiled at the young hobbit. "Indeed, here lies the last Homely House east of the sea."

Thorin looked angry at the wizard. "This was your plan all along, to seek refuge with our enemy."

"You have no enemies here," replied Gandalf. "The only ill will to be found in this valley is that which you bring yourself."

"You think the Elves will give our quest their blessing?" Asked Thorin. "They will try to stop us."

"Of course, they will. But we have questions that need to be answered. If we are to be successful, this will need to be handled with tact and respect and no small degree of charm. Which is why you will leave the talking to me."

The Company walked across a bridge and entered Rivendell.

A dark-haired elf made his way down a flight of stairs to greet them.

"Mithrandir," the elf greeted.

"Ah, Lindir!" Replied Gandalf. "I must speak with Lord Elrond."

"My lord Elrond is not here," he answered.

Gandalf looked confused. "Not here? Where is he?"

Suddenly, Elvish horns were heard. The Company turned around and saw a group of armed horsemen approaching along the bridge at a rapid rate.

"Ready weapons!" declared Thorin, as Madara shook his head disapprovingly.

The dwarves bunched up together in a tight circle with their weapons pointed outward; the elves arrived and rode in circles around the dwarves. Eventually, they stopped, and one elf, Elrond, separated himself from the others. "Gandalf," he greeted.

Gandalf bowed respectfully. "My friend! Where have you been?"

"We've been hunting a pack of Orcs that came up South," the elf lord answered. "We slew a number of them near the Hidden Pass."

Elrond dismounted from his horse, then he and Gandalf hug. The elf lord suddenly took notice of the man standing behind the wizard. "Do my eyes deceive me?" he said with a tone of disbelief in his voice. "Either this Is a dream...or Madara the Red truly stands among us."

Bilbo looked confused. "M-Madara the Red? I thought his title was…"

"Madara's most prominent title is indeed the Red Demon," Gandalf interrupted. "However, it is not the only title he carries. While the majority of Middle Earth refers to him as the Red Demon, a lesser number of individuals, including myself, refer to him as Madara the Red. The greatest of the wizards."

"Well, technically, I'm not a wizard," the Uchiha added.

Bofur perked up from amidst the dwarves. "Well, you might as well be one as far as I'm concerned."

"Aye," agreed Balin. "I think it's safe to say that anyone who can breathe fire and summon great winds is more than fit to be called a wizard."

Elrond walked over to the Uchiha and began circling him as he scanned him up and down. "It truly is you after all. You still wear the same red attire as you did all those years ago." Suddenly, Elrond hugged the Uchiha, which Madara wasn't prepared for in the slightest. "It is good to see you again my friend," Elrond said as he released the Uchiha from his embrace. "Greetings aside, it is strange for Orcs to come so close to our borders. Something, or someone, has drawn them near."

"Ah, that may have been us," admitted Gandalf.

Thorin stepped forward, and Elrond looked upon him with recognition. "Welcome Thorin, son of Thrain."

"I do not believe we have met," replied the dwarf king.

"You have your grandfather's bearing," Elrond explained. "I knew Thror when he ruled under the Mountain."

"Indeed; he made no mention of you," Thorin said insultingly.

Ignoring the insult, Elrond turned to the dwarves and spoke in Elvish. The dwarves didn't understand what he was saying.

"What is he saying?" demanded Gloin. "Does he offer us insult?"

The dwarves grew bellicose and gripped their weapons uneasily. Gandalf decided to translate for the dwarves before things went South. "No, master Gloin, he's offering you food."

The dwarves began to quickly discuss this amongst themselves. "Ah well, in that case, lead on," said Gloin.

(Location- Elven court.)

The dwarves were seated around tables in the Elven court, eating. However, they were not very appreciative of the Elves' vegetable diet. Not only that, but the music that played whilst they ate did not appeal to the dwarves either.

Seated at another table were Elrond, Gandalf, Madara, and Thorin. The elf lord was examining the elvish blades found by Gandalf and Thorin. Elrond examined Thorin's blade first. "This is Orcist, the Goblin Cleaver," he explained. "A famous blade, forged by the High Elves of the West, my kin. May it serve you well." The elf lord handed the blade back to Thorin and began inspecting Gandalf's blade. "And this is Glamdring, the Foe-hammer, sword of the king of Gondolin. These swords were made for the goblin wars of the third age."

Madara looked at the two blades in curiosity. "When did you come by these?" he asked the wizard.

"Well, during your absence, we found these two blades along the Great East Road beneath an old willow tree," answered Gandalf.

Elrond became suspicious. "And what were you doing on the Great East Road?"

No one answered; Thorin looked perturbed and excused himself from the table.

(Rivendell halls-Night time)

Gandalf, Elrond, Thorin, Balin, Bilbo and Madara were standing in a hall in Rivendell. Thorin had been arguing with Gandalf about whether or not he should show Elrond the map.

"Our business is no concern of elves," stated Thorin.

Gandalf looked rather annoyed. "For goodness sake, Thorin, show him the map," he ordered.

"It is the legacy of my people; it is mine to protect, as are its secrets."

Gandalf had had it with the dwarf. "Save me the stubbornness of Dwarves. Your pride will be your downfall. You stand in the presence of one of the few in Middle-earth who can read that map. Show it to Lord Elrond." He demanded.

Thorin thought quietly for a few seconds, with everyone looking at him. slowly, he handed the map to Elrond.

The elf lord began examining the map. "Erebor. What is your interest in this map?" He said as he read the map.

Thorin was about to speak, but Gandalf interrupted him. "It's mainly academic. As you know, this sort of artifact sometimes contains hidden texts. You still read Ancient Dwarvish, do you not?"

Elrond walked a little bit away, looking at the map. As the moonlight hit the map, he realized something. "Cirth Ithil," he uttered.

"Moon runes. Of course," realized Gandalf. "An easy thing to miss."

"Well in this case, that is true," said Elrond. "Moon runes can only be read by the light of a moon of the same shape and season as the day on which they were written."

Thorin was growing impatient. "Can you read them?"

The elf lord ignored the dwarf's impatience. "These runes were written on a Midsummer's Eve by the light of the crescent moon nearly two hundred years ago," he explained. "It would seem you were meant to come to Rivendell. Fate is with you, Thorin Oakenshield; the same moon shines upon us tonight."

Everyone looked up and noticed the clouds covering the moon float away, and rays of moonlight hit the map. The ancient Runes became visible on the map. Elrond looked down as he began to translate.

"Stand by the gray stone when the thrush knocks, and the setting sun with the last light of Durin's day will shine upon the keyhole."

"Durin's Day?" questioned Bilbo.

"It is the start of the dwarves' new year," Gandalf explained. "When the last moon of autumn and the first sun of winter appear in the sky together."

Thorin looked disappointed. "This is ill news," he scowled. "Summer is passing, and Durin's day will soon be upon us."

"We still have time," answered Balin optimistically

Elrond looked down at the dwarf king; now knowing his true intentions. "So, this is your purpose, to enter the Mountain."

"What of it?" replied the dwarf king.

"There are some who would not deem it wise," Elrond countered.

Thorin took the map from Elrond very rudely.

Gandalf looked rather puzzled by the last thing Elrond said. "Who do you mean?" The wizard asked.

The elf lord turned towards Gandalf. "You are not the only guardian to stand watch over Middle earth," he said as he walked away. Leaving Gandalf deep in thought of what Elrond meant by that.

(Location- Weathertop Ruins)

It was late at night. Wargs howled. Yazneg and his Warg Scouts step into the ruin on Weathertop, where many other Wargs and Orcs were gathered. A large White Warg growled at him. Behind the White Warg was a tall, pale Orc, facing away. It was Azog.

Yazneg was reluctant to tell Azog of what happened to the dwarves. "The dwarves…they escaped master," he said shakily.

Azog turned around with anger written on his face. "I don't want excuses… I want the head of the Dwarf king!" He shouted as he grabbed Yazneg by the throat with his now metal arm.

"We were outnumbered...there was nothing we could do," Yazneg explained as he struggled for air. "I barely escaped with my life."

"Far better you had paid with it!" Azog roared as he threw Yazneg into a pillar and the Wargs began devouring him.

Yazneg's fellow Rider quaked in fear at the sight; however, the White Warg and Azog were unfazed. The pale Orc walked over to the rest of the group. "The dwarf scum will show themselves soon enough," he spat. "Send out word, there is a price on their heads!"

And with that, the rest of the group set off to do the pale Orc's bidding.

(Location- Rivendell)

Back in Rivendell, the Dwarves were having a late night party in their quarters. While Bilbo sat by himself, thinking of home as he gazed up at the moon.

"Bilbo!" a voice said from behind the hobbit.

Bilbo turned around to see Madara standing there with a small sword in his hand. "I don't believe I've ever seen you with that sword before," admitted Bilbo.

"I only used it on that Warg that attacked Bombur," the Uchiha replied as he handed it to Bilbo. "It is yours now. You are going to need this if you are to be traveling with us."

Bilbo took the sword reluctantly. He was not a fighter by any means, but he knew that this was necessary if he was to survive the perilous journey to come. The hobbit studied the blade and noticed it was elvish. "Why didn't you show this to Lord Elrond?" He asked the Uchiha.

"Because I feel that you should be the one to name your blade, not Elrond," Madara replied.

(Later that day)

Gandalf, Elrond, and Madara were walking up a flight of stairs into a pavilion. Gandalf was speaking with Elrond. "With or without our help, these dwarves will march on the mountain. They are determined to reclaim their homeland. I do not believe Thorin Oakenshield feels that he's answerable to anyone. Nor for that matter am I," explained Gandalf.

"It is not me you must answer to," stated Elrond.

Both Gandalf and Madara looked and saw a tall, beautiful, female Elf standing framed against the moonlight. She slowly turned around. It was Lady Galadriel.

"Lady Galadriel," said Gandalf rather surprised.

"Mithrandir," she replied. "It is good to see you once again." She looked over and saw the shinobi standing next to him. "Madara, it has been a long time since I've seen you last. It is good to see you as well."

"I had no idea Lord Elrond had sent for you," admitted Gandalf.

A mysterious voice answered the wizard's question for him. "He didn't. I did."

Gandalf and Madara turned to see Saruman the White standing there.

"Saruman," said Gandalf.

The white wizard took a seat at the table. "You've been busy of late, my friends," Saruman declared, referring to both Madara and Gandalf. "Sit down, we must talk."


	6. The White Council

The White Council

 **Only one more chapter to go before I start my next fanfiction. Shinobi: Desolation of Smaug.**

The White Council, composed of Saruman, Elrond, Galadriel, Gandalf, and Madara were all in a pavilion. Saruman was first to speak.

"Tell me, Gandalf, did you think these plans and schemes of yours would go unnoticed?"

"Unnoticed?" Replied Gandalf. "No, I'm simply doing what I feel to be right."

Galadriel, who's stare had been focused on the waterfalls in the distance, turned her gaze towards Gandalf. "That dragon has long been on your mind. Hasn't it Gandalf?"

"This is true, my lady," He answered softly. "Smaug owes allegiance to no one. But if he should side with the enemy, the dragon could be used to terrible effect."

Saruman looked puzzled. "What enemy? Gandalf, the enemy is defeated. Sauron is vanquished. He can never again regain his full strength."

"Gandalf, for four hundred years, we have lived in peace. A hard-won, watchful peace," Elrond added.

Madara decided to speak in Gandalf's place. "Are we?" He said. "Are we truly at peace? From what Gandalf has told me, Trolls are coming down from the mountains and raiding villages, destroying farms. Orcs have attacked us on the road."

"Hardly a prelude to war," replied Saruman.

"But it is a figurative spark that will lead into a fire," Madara countered. "Then it will be war, Saruman."

The white wizard was not convinced. "Come now, Madara. There are a great number of disturbances that can lead into war, but these are not such disturbances." The white wizard turned his attention back to Gandalf. "Always you must meddle, looking for trouble where none exists."

Before Saruman could continue, he was interrupted by Galadriel. "Let him speak," she said in reference to Gandalf.

The white wizard reluctantly let Gandalf speak. "There is something at work beyond the evil of Smaug," Gandalf explained. "Something far more powerful. We can remain blind, but it will not be ignoring us, that I can promise you. A sickness lies over the Greenwood. The woodsmen who live there now call it 'Mirkwood'. And they say…" Gandalf paused for a moment. Wondering if it would be wise to tell them the rest.

"Well, don't stop now. Tell us what the woodsmen say," Saruman said in a mocking tone.

Gandalf decided to tell them. "They speak of a Necromancer living in Dol Guldur, a sorcerer who can summon the dead."

"That's absurd," Saruman stated bluntly. "No such power exists in the world. This…Necromancer is nothing more than a mortal man. A conjurer dabbling in black magic."

"And so I thought too," added Gandalf. "But, Radagast has seen-"

"Radagast?" Interrupted Saruman. "Do not speak to me of Radagast the Brown. He is a foolish fellow."

Gandalf partially agreed with Saruman. "Well, he's odd, I grant you. He lives a solitary life."

"It's not that," replied Saruman. "It's his excessive consumption of mushrooms. They've addled his brain and yellowed his teeth. I warned him, it is unbefitting of the Istari to wander in the woods…"

[Saruman's voice faded away as Galadriel focused on Gandalf and spoke to him telepathically.]

" _You carry something. It came to you from Radagast. He found it in Dol Guldur,"_ shesaid.

" _Yes,"_ answered Gandalf in his mind.

" _Show me."_

Gandalf lifted Radagast's package, which he had in his lap, and placed it on the table.

"…or I'd think I was talking to myself…" Saruman finished as he took notice of the package.

"What is that?" Elrond inquired.

Galadriel knew what it was before it was even unwrapped. "A relic of Mordor," she answered.

Elrond reached out and slowly began to unwrap the package. Once unwrapped, a sword is revealed. Everyone looked upon it in shock.

"A Morgul blade," said Elrond.

"Made for the Witch king of Angmar, and buried with him," Galadriel added. "When Angmar fell, men of the North took his body and all that he possessed and sealed it within the High-Fells of Rhudaur. Deep within they rock they buried them, in a tomb so dark it would never come to light."

Elrond was disturbed by this. "This is not possible," he said. "A powerful spell lies upon those tombs; they cannot be opened."

Saruman was still not convinced. "What proof do we have this weapon came from Angmar's grave?"

Madara had just about had it with the skepticism of this white wizard. "Are you mad!?" he said angrily. There is proof right here on this very table. And yet you still remain unconvinced. This IS the blade that was buried with the Witch-King of Angmar. We are all convinced of it. So how can you still…"

Saruman cut the Uchiha off short. "Silence your tongue, Madara the Red! You may indeed be the greatest of the six, but you are not their leader. Now, let us examine what we know. A single Orc pack has dared to cross the Bruinen. A dagger from a bygone age has been found. And a human sorcerer, who calls himself the Necromancer, has taken up residence in a ruined fortress. It's not so very much, after all. The question of this dwarvish company, however, troubles me deeply. I'm not convinced; I do not feel I can condone such a quest. If they'd come to me, I might have spared them this disappointment," he said as he looked over at Gandalf. "I do not pretend to understand your reasons for raising their hopes…"

[Saruman's voice faded away once again as Galadriel focused on Gandalf and spoke to him telepathically.]

" _They are leaving,"_ she said in reference to the dwarves.

" _Yes,"_ the wizard answered.

Suddenly she realized. _"You knew,"_ she said with a smile.

Gandalf nodded.

"…I am afraid there is nothing else for it," Saruman finished as his voice faded back in.

Suddenly, Lindir hurried up the stairs and into the pavilion. "My Lord Elrond; the dwarves, they've gone."

* * *

(Location-The Dwarves.)

The dwarves had passed through many plains, streams, and mountains since leaving Rivendell. They were currently crossing the Misty Mountains; the trail was narrow and dangerous, with a cliff on one side and a sheer drop on the other. There was a fierce storm in the air, with lighting and rain all around.

"Hold on!" Shouted Thorin as they crossed the treacherous path.

As Bilbo walked, the stone beneath his feet gave away, and he started to fall into the chasm; but Dwallin managed to pull him back in time.

"We must find shelter!" declared Thorin.

Suddenly, Dwallin noticed something. "Watch out!"

The Dwarves looked up and saw a massive boulder hurtling through the air; it hit the mountainside above them.

"This is no thunderstorm;" Balin realized. "it's a thunder battle! Look!"

A stone giant reared up from a nearby mountain; it ripped off a massive boulder from the mountain's peak.

"Well bless me, the legends are true. Giants; Stone Giants!" Bofur whispered in disbelief.

"Take cover!" Shouted the dwarf king.

One of the giants threw a boulder far into the air; another stone giant appeared behind the company, and it was hit in the head. The dwarves yelled at each other to brace and hold on, and the rocks beneath their feet began to give way from all the vibrations. The ground between some of the company members split; part of the group was on one side, and part on the other.

"Kili! Grab my hand! Ki..." shouted Fili.

As the two stone giants fought with their fists, the dwarves held on tight as they were flung around. One of the groups managed to jump to a different spot. A third stone giant appeared and threw a boulder at the head of one of the first two. That one fell over: as the first group watched. It appeared to them, that the other group of the company had been smashed to pieces. The third stone giant lost his footing and fell into the chasm below.

"No! No! Kili!" Thorin worried.

The group rushed to the spot where the others appeared to have been crushed, but they were safe.

Balin waved. "We're all right! We're alive!"

"Where's Bilbo?" Bofur asked. "Where's the Hobbit?"

Ori managed to locate him. "There!" He alerted

"Get him!" Demanded Dwallin.

Bilbo was seen hanging onto the edge of the cliff with just his fingertips. Ori dove onto the ground and grabbed Bilbo's arm, but the hobbit slipped and fell another few feet before he caught another hand hold. As the dwarves tried to pull him up unsuccessfully, Thorin swung down on the cliff next to Bilbo and boosted him up, where others pulled him to safety.

"I thought we'd lost our burglar," admitted Dwallin.

"He's been lost ever since he left home," Thorin declared coldly. "He should never have come. He has no place among us."

They went off and found a cave.

"It looks safe enough," said Dwallin.

"Search to the back," ordered Thorin. "Caves in mountains are seldom unoccupied."

Dwallin searched the cave with a lantern.

"There's nothing here," Dwallin said.

Gloin was about to get a fire going, but Thorin stopped him. "No, No fires, not in this place. Get some sleep. We start at first light."

Bofur walked up to Thorin. "We were to wait in the mountains until Gandalf and Madara could accompany us. That was the plan."

"Plans change. Bofur," he shot back. "Take the first watch."

The Company was resting in the cave; all the dwarves were asleep. Bilbo, only pretending to be asleep, stealthily opened his eyes and looked around. Seeing that no one was watching, he quietly rolled up his blankets and packed his things. As he grabbed his walking stick, he started to leave the cave; as he tiptoed over the sleeping dwarves. Bofur, who was standing watch, saw Bilbo trying to leave. He jumped up and tried to stop him. They whispered so as to not wake the others.

"Where do you think you're going?" Inquired Bofur.

"Back to Rivendell," Bilbo answered bluntly.

Bofur was surprised by this answer. "What? No, no, you can't turn back now, you're part of the company. You're one of us."

"Am I though? Am I?" Bilbo countered. "Thorin said I should never have come, and he was right. I am not a Took, I'm a Baggins, I don't know what I was thinking. I should have never have run out my door."

Thorin, who was awake, stared thoughtfully at the wall as he listened.

"Your homesick; I understand," Bofur sympathized.

"No, you don't, you don't understand! None of you do you're dwarves. You used to to this life, to living on the road, never settling in one place, not belonging anywhere."

Bofur looked offended, and Bilbo was repentant. "I am sorry, I didn't..."

"No, you're right," said Bofur. "We don't belong anywhere. I wish you all the luck in the world." Bofur smiled and placed his hand on Bilbo's shoulder; Bilbo soon turned and began to walk away.

Suddenly, Bofur noticed that Bilbo's sword was glowing. "What's that?" he said.

Bilbo unsheathed his sword and saw that his sword was indeed glowing. Which meant that there were Orcs nearby.

Thorin, who had been pretending to sleep, heard this and shot up. "Wake up! Wake up!" He shouted at the sleeping dwarves.

Before anyone could react, the floor of the cave collapsed downward; the floor was really a giant trap door. The entire company fell down a chute, and into a giant wooden cage. As they struggled to get up, a horde of goblins attacked them, took their weapons, and dragged them all away. Bilbo somehow managed to get missed by the goblins. Nori was the only one to look over his shoulder and notice this.

Meanwhile, the goblin horde brought the dwarves through a vast network of tunnels and wooden bridges to the throne room of the Great Goblin; who held a skull mace in his right hand. The Great Goblin jumped off his throne and landed loudly in front of the company. "Who would be so bold as to come armed into my kingdom?" He asked. "Spies? Thieves? Assassins?"

"Dwarves, your Malevolence," answered a goblin called Grinnah.

"Dwarves?" Repeated the Great Goblin.

"We found them on the front porch," Grinnah explained.

"Well don't just stand there; search them," ordered the large goblin.

The goblins searched the dwarves thoroughly, throwing away whatever they found.

"What are you doing in these parts?" Questioned the goblin king. "Speak!"

None of the dwarves responded

"Well then," continued the Great Goblin. "If they will not talk, we'll make them Squawk! Bring out the Mangler! Bring out the Bone Breaker! Start with the youngest."

"Wait!" A voice shouted from within the group. It was Thorin. The dwarf king walked forward and showed himself.

"Well, well, well, look who it is. Thorin son of Thrain, son of Thror; King under the Mountain," The fat goblin said mockingly as he bowed. "Oh, but I'm forgetting, you don't have a mountain. And you're not a king. Which makes you nobody, really. I know someone who would pay a pretty price for your head. Just the head, nothing attached. Perhaps you know of whom I speak, an old enemy of yours. A Pale Orc astride a White Warg."

Thorin looked up in surprise and disbelief. "Azog the Defiler was destroyed. He was slain in battle long ago."

"So, you think his defiling days are done, do you?" The Great Goblin chuckled wickedly. He then turned to a tiny goblin which sat in a basket holding a slate. "Send word to the Pale Orc; tell him I have found his prize."

The tiny goblin wrote down the message; and then pulled a lever, which caused the tiny goblin to start sliding down a system of ropes and pulleys into the darkness.

Meanwhile, Grinnah was examining one of the weapons the dwarves brought to them. He picked up Thorin's Orcist sword and slid it a few inches from its sheath. The goblin recognized the sword and gasped in horror as he threw it. The blade landed into view of all the goblins. The goblins began to howl in fear. Even the King. "I know that sword!" The Great Goblin shouted. "It is the Goblin Cleaver, the Biter, the blade that sliced a thousand necks." The goblin king looked angry with the dwarves now. "Slash them! Beat them! Kill them! Kill them all! Cut off his head!"

The goblins held Thorin down, and one of them pulled out his knife and prepared to behead Thorin.

Suddenly, there was a massive explosion of bright light; a shockwave ripped though the tide and sent the smaller goblins soaring into the abyss below. The Great Goblin was knocked over from the force of the shockwave. When the explosion passed, Gandalf and Madara were left standing in its place.

The grey wizard walked forward drew his sword. "Take up arms. Fight. Fight!" He ordered the company.

 **A/N: I know this chapter is short and I apologize. There will be one more chapter after this; then I will start my next fanfiction. Shinobi: Desolation of Smaug.**


	7. Out of the Frying-Pan into the Fire

Out of the Frying Pan into the Fire

The dwarves quickly get to their feet. As goblins run at Gandalf, he kills them with is sword and staff. The Great Goblin, still lying on the ground, sees Gandalf's sword and points at it, crying aloud to his goblins. "He wields the Foe Hammer, the Beater, bright as daylight!" Meanwhile, Madara made his way over to the pile of weapons and began tossing them to the dwarves. Once they had their weapons; the dwarves began to slice, smash, and bash their way through the masses.

After relieving a nearby goblin from its head; Gandalf turned his attention towards the Uchiha. "Madara! Take the lead and carve a path for us!" He ordered.

The shinobi nodded and dashed ahead of the company. Goblins began to charge the Uchiha from the opposite side of the bridge. However, the Uchiha wasn't worried in the slightest. The red warrior simply drew a kunai from his pouch and began slicing through the hordes like butter.

"Follow Madara!" Gandalf ordered the company; which they did.

As they followed behind the red shinobi, goblins began crawling down from cavern walls and towards the company. Fili and Kili shot the creatures off the walls as they ran; while Dwallin, Balin, Ori, Nori, Gloin, Oin, Bofur, and Thorin cut down the goblins that made it to the bridge. Bifur, Dori, and Bombur fought their way down another path, which eventually led them back to the rest of the company.

As Madara effortlessly plowed through the wave of enemies, he looked ahead and noticed that part of the bridge had collapsed. He knew he could make the jump, but he wasn't so sure about the rest of the company. Once the Uchiha reached the end of the wooden path, he jumped across to the other side. He then looked around and noticed a ladder next to the cavern walls, which some of the goblins were using to reach Madara. Seeing a use for the ladder, Madara grabbed it, slung off the remaining goblins, and used it as a makeshift bridge for the rest of the group to cross. "Hurry!" He shouted as he waited for them.

"Quickly now!" Added Gandalf as he and the rest of the company slashed through the hordes.

The company made their way across the substitute bridge. When the last dwarf made it across, Madara used the Amaterasu to destroy it. Soon after, the demon made his way back to the front of the line and continued to lead the group. However, the party came to a halt when the Great Goblin shot up from beneath the bridge. "You thought you could escape me!?" The fat goblin shouted, swinging his mace at Madara.

The Uchiha jumped back and landed in front of the company.

"What are you going to do now?" The Great Goblin smiled maliciously.

With one swipe of his hand, Madara threw an explosive kunai; which stuck in the beast's Belly.

"OWWWW!" He roared as he gripped his gut.

Knowing full well that the explosion would kill the company at this distance, the Uchiha drew his Gunbai, and with one stroke he sent the goblin a safe distance away.

"BOOOOOOOOM!" The beast exploded at the other end of the bridge. The vibrations from the blast caused the bridge beneath their feet to give way. As it did, the entire platform began to slide down the cavern walls; destroying everything in its path.

"Hold On!" Shouted Madara.

The dwarves held on in terror, while Madara and Gandalf seemed to be a bit more calm during this situation. As the platform continued to slide down the chasm, it began to slow down as it reached a tighter part of the cavern. Finally, the bridge made contact with the ground. The wooden platform smashed into pieces, leaving the dwarves covered in large splinters of wood. Madara and Gandalf were the only ones who managed to land gracefully.

The dwarves helped each other out of the rubble and onto their feet. Once they were on their feet, the company looked to the distance and saw the entire population of Goblin Town headed their way.

"There's too many! We can't fight them," said Dwallin.

Madara looked at the exit and then back at the goblins. "You can't, but I can," the shinobi replied.

All eyes turned to Madara.

"I can take them. You guys head for the exit," he ordered.

"You're mad," said Gandalf.

"Go now!" Madara shot back.

Gandalf stood there and contemplated the situation for a moment. "So be it," he replied with reluctance in his voice. The wizard then ran to the front of the line. "Follow me!" He ordered the company. After hearing this, the dwarves followed the wizard out of the cave and into daylight.

(Location: Outside of Goblin Town.)

As the dwarves made their way out of the cave, Gandalf made certain to count each party member as they passed. "Five, six, seven, eight...Bifur, Bofur...that's ten...Fili, Kili...that's twelve...and Bombur that makes thirteen. Where's Bilbo? Where is our Hobbit? Where is our hobbit?!"

The dwarves began scouring for the hobbit, but there was no sign of him.

"Curse the halfling! Now he's lost?!" Complained Dwallin.

"I thought he was with Dori!" Accused Gloin.

"Don't blame me!" Replied Dori, as all eyes were now on him.

Desperate for answers; Gandalf walked up to Dori. "Well, where did you last see him?"

Nori perked up. "I think I saw him slip away, when they first collared us."

The wizard was growing impatient and wanted solid answers. "What happened exactly? Tell me!"

[Unbeknownst to the rest of the group, Bilbo was hidden nearby. Eavesdropping on the entire conversation.]

"I'll tell you what happened," said Thorin. Master Baggins saw his chance and he took it! He's thought of nothing but his soft bed and his warm hearth since first he stepped out of his door! We will not be seeing our Hobbit again. He is long gone."

"No, he isn't," a mysterious voice answered.

The party turned towards the direction of the voice and saw Bilbo standing there.

"Bilbo Baggins!" The wizard rejoiced. "I've never been so glad to see anyone in my life!"

Bilbo strode forward into the group.

"Bilbo, we'd given you up!" Admitted Kili.

"How on earth did you get past the Goblins?!" asked Fili, curious to know.

"How, indeed," added Balin.

There was an awkward silence as Bilbo tried to think what to say. In the end, he gave a nervous laugh and put his hands on his hips. Gandalf was the only one to notice Bilbo sliding the Ring into his waistcoat pocket. But Gandalf thought nothing of it.

"Well, what does it matter?" asked Gandalf. "He's back!"

"It matters!" Thorin said angrily. "I want to know: why did you come back?"

Everyone went quiet as they awaited Bilbo's answer.

"Look," said the hobbit. "I know you doubt me, I know you always have. And you're right, I often think of Bag End. I miss my books. And my armchair. And my garden. See, that's where I belong. That's home. And that's why I came back, because you don't have one. A home. It was taken from you. But I will help you take it back if I can."

After Bilbo spoke, there was silence as the dwarves thought about what Bilbo said. Gandalf smiled slightly, happy that Bilbo had changed so much-for the better.

Suddenly, the tender moment was interrupted when Azog and his Warg Riders got to the top of the mountain. "Run them down! Tear them to pieces!" He roared.

He swung his mace forward, and several of his Wargs leapt forward and raced down the mountain after the Company, howling.

Hearing the howling, the Company members realized they were in danger.

"Out of the frying pan..." Said Thorin.

"...and into the fire." Gandalf interjected. "RUN! RUN!"

They all started running down the mountain. The Wargs followed the group rapidly; it became nighttime. Soon the foremost Warg caught up to the group and leapt at Bilbo; Bilbo ducked behind a rock and the Warg's jaw snapped in the air over his head. The Warg landed in front of him. After a blood curdling growl, it charged at him.

In fear, Bilbo pulled out his sword and shakily pointed it towards the Warg. The charging Warg impaled itself in the head and dropped dead. After which Bilbo stood there in surprise of what he'd just done.

As the Company continued to run, they reached a large outcropping of land with a few trees growing on it; they soon became trapped there, as there was no way off the outcropping besides a great fall down the mountain.

"Up into the trees, all of you!" Shouted Gandalf. "Come on, climb! Bilbo, climb!"

Bifur threw an axe, killing a nearby Warg. Bofur jumped off a rock and grabbed a tree branch, using Dwalin's head as a stepping stone to the tree. Other dwarves began climbing into the trees as well. Bilbo, However, was still trying to pull his sword out of the dead Warg's head.

"They're coming!" Alerted Thorin.

Gandalf climbed to the top of the furthest tree; Dwallin boosted Balin up. Thorin, Bombur, and the rest climbed up trees too.

Meanwhile, Bilbo finally managed to pull his sword out of the Warg; he looked up to see several more Warg's running towards him. Upon seeing this, he quickly clambered up a tree as the Wargs rushed below him. Dozens of Wargs circle the trees in which the Company members are perched. Suddenly, out of the crowd, Azog and his White Warg slowly come into view.

"Azog?!" Thorin said in both shock and surprise.

"Nuzdigid? Nuzdi gast?" [subtitle: Do you smell it? The scent of fear?] "Ganzilig i unarug obod nauzdanish, Torin undag Train ob." [subtitle: I remember your father reeked of it, Thorin son of Thrain."] The Pale Orc smiled wickedly.

Thorin looks stricken with pain and grief, realizing that Azog had captured his father. "It cannot be."

Azog began to speak to his Warg Riders. "Kod, Toragid biriz." [subtitle: That one is mine.] "Worori da!" [subtitle: Kill the others!]

Before the Warg riders could follow the Pale Orc's command, a small fiery substance hit the ground in front of them, causing the Wargs to stop in their tracks.

The Pale Orc looked up and saw the Gandalf in a tree; the wizard was igniting pinecones with his staff and throwing them down at the Wargs below. The wizard tossed some down to the dwarves as well, which they threw.

Startled and confused, the Wargs stopped moving towards the company. Even Azog's Warg came to a halt.

Meanwhile, Thorin hadn't taken his eyes off of the Pale Orc. His hatred for him had been building since he learned the fate of his father. So focused was his rage, that everything else going on around him seemed to be of no importance at the moment.

Azog, noticed the dwarf's gaze and smiled maliciously.

Seeking revenge, the dwarf king made his way down to the ground and grabbed a piece of oak. With his other hand the dwarf drew his sword and charged at the Pale Orc. Thorin growled as he ran to meet Azog with his blade. Azog crouched, then roared as his Warg leapt at Thorin. Thorin tried to swing his sword, but the Warg hit him in the chest with its forepaw, smashing Thorin to the ground.

As Thorin got back to his feet, Azog and his White Warg wheeled around; they charged at Thorin again. Azog swung his mace and smashed Thorin in the face before the dwarf could even react. Thorin was brutally flung to the ground by the impact of the mace.

"Nooo!" Shouted Balin from a tree.

Azog roared in excitement. The White Warg clamped its jaws around Thorin.

"AAAGGGHHHH!" Thorin yells in pain.

"Thorin! Nooo!" Shouted Dwallin.

As the White Warg held Thorin in its mouth, Thorin managed to hit its head with the pommel of his sword. Roaring in pain, the White Warg threw Thorin several feet away onto a flack rock nearby. Thorin landed heavily, his sword fell out of his hand. He was almost unconscious.

"Biriz torag khobdudol." [subtitle: Bring me the Dwarf's head.] Azog ordered another Orc.

The Orc got off his Warg and made his way over to the injured dwarf. Once there, the Orc drew his sword and prepared to relieve Thorin of his head.

Suddenly, out of nowhere, Bilbo jumped onto the Orc and stabbed it multiple times. Killing it. Bilbo then made his way over to Thorin and began guarding him from the Orc pack.

Azog smiled and began to slowly make his way over to the hobbit.

Seeing the hobbit in danger, the dwarves were about to come to his aide. However, both groups stopped when they heard a rumbling sound coming from the goblin cave in the distance. All eyes turned towards the cave. Suddenly, a giant blue figure soared out of the cave and into the air above them. Neither group knew what it was or whose side it was on.

Finally, the flaming blue figure landed with its back towards the Company and its face towards the Orcs.

Both sides looked upon the beast in awe. It was a massive blue soldier in flaming clad armor. It had a pair of giant wings and a face truly menacing. Suddenly, it looked over its shoulder towards the company. "Get on!" A familiar voice ordered.

The group looked up and saw Madara encased inside of the soldier's head. They were relieved to know that the creature was indeed on their side.

The company made their way down the trees and up onto the blue colossus. Bilbo, who was still guarding Thorin, felt that the Uchiha could ensure Thorin's safety, so he climbed up as well.

The dwarf king was the only one left on the ground.

Meanwhile, every Orc except Azog retreated from the giant blue warrior. Logic would have told the Pale Orc to run, but the desire for Oakenshield's head overshadowed his thoughts.

With a defiant roar, Azog and his Warg charged towards the colossus. But this action proved to be a mistake.

With one simple movement of its monstrous wings, the Pale Orc and his Warg were sent back a great distance. As they both hurled through the air, they eventually came into contact with the side of the goblin cave; which knocked them both unconscious.

With the Orcs now out of the way, the blue soldier reached down and grabbed Thorin in his left hand. The rest of the company perched themselves on the giant's shoulders. Now that everyone was accounted for, the Giant beast spread its wings and flew away into the distance.

* * *

Madara soared through the sky over a great distance and over many landscapes. Thorin was unconscious in the giant's (Susanoo's) left hand. The others began to worry about him.

"Thorin!" Shouted Fili, hoping for a response.

The blue colossus approached a massive rock structure shaped like a bear; it was the Carrock. The Uchiha gently deposited the company on top of the Carrock.

With the company now safe, Madara deactivated his Susanoo.

"Thorin! Thorin!" Shouted Gandalf.

Thorin didn't respond. Bilbo ran up. Gandalf placed his hand on Thorin's face and whispered a spell.

Suddenly, the king's eyes opened and he stood up. "The halfling, where is he?" He demanded.

"Relax," said Madara. "Bilbo is right over there."

Thorin found the hobbit and slowly approached him. "You!" He shouted. "What were you doing? You nearly got yourself killed! Did I not say that you would be a burden? That you would not survive in the wild and that you had no place among us?"

An awkward silence came over the company.

"I've never been so wrong in all my life!" He said as he hugged the hobbit.

Bilbo was surprised by the kind gesture, and the dwarves began to cheer.

Thorin released Bilbo from his embrace. "I am sorry I doubted you."

"No, I would have doubted me too," Replied Bilbo. "I'm not a hero or a warrior...not even a burglar."

Everyone chuckled upon hearing this. (Except Madara, who chuckled on the inside.)

Suddenly, Bilbo turned his attention to the distance where he saw a single solitary mountain. Is that "what I think it is?" Asked Bilbo with a smile.

"Erebor," Answered Gandalf. "The Lonely Mountain. The last of the great dwarf kingdoms of Middle Earth."

"Our home," Thorin smiled.

Suddenly, A bird cheeped and flew by.

"A raven!" Oin realized. "The birds are returning to the mountain."

More birds begin to fly by.

"That was a thrush, Oin," Madara corrected.

"But we'll take it as a sign a good omen," Thorin replied happily.

"You're right," agreed Bilbo. "I do believe the worst is behind us."

The Company looks on at the Lonely Mountain as the sun comes up behind them.

(Location- Erebor.)

The thrush flies across the Desolation of Smaug, flying in front of the ruined gates of Erebor, and then finally lands on a rock on the side of a mountain. It picks up a snail and bangs it against the side of the mountain.

Inside the mountain, a massive pile of gold, coins, jewels, and treasures is piled up in the throne room, and the sounds of the thrush echo through the massive chambers. Some of the gold is blown away, revealing Smaug's snout beneath the pile.

As Smaug slowly raises his head from beneath the pile, more and more treasure falls away from his face. The. The camera focuses on his closed eye. Suddenly, his eye opens, and Smaug growls.

 **A/N: Yes, I gave Madara's Susanoo wings. I feel like he should have had them in Naruto to begin with, since every other perfect Susanoo basically had wings. Any way I hope you guys enjoyed. Please review.**


	8. His Name is Beorn

His Name is Beorn

[It is night in the present time, shortly after the ending of chapter seven. Bilbo peeks over some rocks on a high ledge and watches Azog and his Warg Scouts running along a ridgeline not far away, occasionally stopping to smell the air in their pursuit of the Company. Not finding anything, they continue on their way. Suddenly, Bilbo hears a snarl from the side, and ducks behind the rocks. He peeks out and sees a large bear watching Azog from another pile of rocks, snarling softly. Bilbo sneaks away.]

Bilbo made his way down the rocks to where the company was waiting.

"How close is the pack?" Asked Dwallin.

"Too close," Bilbo replied. "A couple of leagues, no more, but that is not the worst of it."

"Have the Wargs picked up on our scent?" Questioned Madara.

"Not yet, but they will; we have another problem," said Bilbo.

Gandalf looked worried upon hearing this. "Did they see you? They saw you!"

The hobbit shook its head. "No, that's not it."

Relieved, Gandalf smiled and turned to the company. "What did I tell you? Quiet as a mouse. Excellent Burglar Material."

The dwarves chuckled in appreciation of Bilbo. Except Madara, who chuckled on the inside.

"Will you listen- Will you just listen?" Bilbo said, trying to get the group's attention. "I'm trying to tell you there is something else out there."

The dwarves looked worried.

"What form did it take? Like a bear?" Asked Gandalf.

"Ye..." Bilbo paused and looked curiously at the wizard. "Y- Yes. But bigger, much bigger. How did you know?"

The wizard didn't answer; he simply turned and walked a few steps away from the company. "There is a house, it's not far from here, where we might take refuge."

Madara, who usually knew of Gandalf's plans, was completely in the dark this time. "Whose house? Are they friend or foe?"

"Neither," the wizard answered simply. "He will help us, or he will kill us."

"Gandalf…What does that even mean?" The Uchiha asked, looking at Gandalf as if he were crazy.

The wizard looked at the shinobi but said nothing.

Kili walked up towards the two. "Surely this beast is of no threat. Not while Madara still accompanies us. Right?"

"That is not the point to take away from this," Gandalf shot back. "He could certainly destroy the beast if he chose to do so, but I forbid it. And you will soon no why."

Suddenly, a roar was heard not too far behind them. It was the bear.

"Come on!" Gandalf ordered the company.

As the Company ran through a forest, Azog and his Orcs were racing through the forest too. Azog urged his party on. Both groups stopped when they once again heard an ear-splitting roar nearby.

"This way, quickly!" Shouted Gandalf.

As the dwarves panicked and ran, Bombur looked on in shock until he was pulled along by Madara.

As they exited the forest, they spotted a house surrounded by a hedge in the middle of a plain.

"To the house! Run!" Shouted Gandalf.

The Company ran across the plain; Bombur, the fattest dwarf, outruns all the rest of them in his fear. Even Madara was surprised by the fat dwarf's sudden speed boost.

"Come on, get inside!" Ordered Gandalf as they neared the door.

They ran up to the front door of the house; it was closed. Bombur, who made it to the door first, threw himself against it, but he fell flat on his back when the door didn't budge. The rest of the dwarves caught up and began throwing themselves against the door, trying to open it. Gandalf looked back as a massive bear broke out from the edge of the forest and ran towards them.

"Open the door!" The wizard yelled.

Bofur looked back and noticed how close the beast was getting. "He's getting closer!" The dwarf shouted in fear.

The dwarves continued banging against the door.

Suddenly, Madara made his way through the group of dwarves. "Move you fools!" he shouted. The Uchiha went over and lifted up a lock on the door; something the dwarves completely overlooked.

Together, the company pushed open the heavy set of doors and bolted inside. As they tried to slam the door shut, the bear's head got stuck.

"Push!" Shouted Madara, while he pushed as well.

"Come on lads!" added Dwallin.

With a final heave, the company managed to push the beast outside and lock the door shut.

"What was that!?" Gloin asked the wizard.

"That...is our host," replied Gandalf.

The dwarves and Bilbo turned towards Gandalf in bewilderment. Except Madara, who looked annoyed with the wizard's absurd plan.

"His name is Beorn," the wizard continued. "And he is a skin-changer." Sometimes he's a huge black bear; sometimes he's a great strong man. The bear is unpredictable, but the man can be reasoned with. However, he is not over fond of dwarves."

The dwarves looked at each other in dismay.

Ori peaked out a crack in the door. "He's leaving!"

Dori pulled him away from the door. "Come away from there! It's not natural, none of it. It's obvious: he's under some dark spell."

"Don't be a fool." replied Gandalf. "He's under no enchantment but his own. Alright now, get some sleep, all of you. You'll be safe here tonight."

* * *

(Location-outside of Beorn's house.)

(Time of day-night) 

The massive bear was growling and walking around; from the edge of the woods, Azog and his company watched the bear from afar. One of his Orcs came up to him.

"Attack them now. Kill the Dwarf filth while they sleep," a lesser orc told Azog

"No. The Beast stands guard," he replied. Azog angrily walked away as his Orcs followed. "We will Kill them on the road."

Suddenly, the entire Orc pack came to a halt when they heard a sound coming from within the brush.

Not long after the pack turned their attention towards the direction of the sound, another Orc astride a Warg leapt out from its hiding spot and into the midst of Azog and his underlings. The Orc's name was Bolg. This particular Orc was the strongest of his kind; the only Orc above him was Azog himself.

Once the Orcs realized that the stranger was one of their own, Bolg began to speak. "They are gathering in Dol Guldur. The master has summoned you," he said, in reference Azog.

* * *

(Location-Beorn's house)

All was quiet inside the house. Everyone, including Madara, was asleep…or so it seemed. Bilbo was the only member of the company still wide awake. The hobbit usually would have fallen asleep by now, but something in his pocket was causing him to stir, something he picked up in the caves of Goblin Town. Finally, the hobbit gave in to temptation and pulled the small item from his coat pocket. It was a small gold ring. But this was no ordinary ring. No, this was something far more precious. When worn, this particular ring granted its user invisibility. It was this ability that allowed Bilbo to escape from Goblin Town unscathed. However, this was not what made the ring unique. The ring, to Bilbo, seemed to be alive in some way, and it had been calling him ever since he put it in his pocket. Like pipe weed, the ring was becoming addictive to the small hobbit, to the point where he felt he'd go insane if he lost it.

Bilbo began moving the ring around in his hand, as he observed its beauty from every possible angle. As he continued to marvel over the small gold ring, he began hearing whispers. It didn't take the hobbit long to realize that it was the ring whispering. "Ash nazg durbatulûk, ash nazg gimbatul, ash nazg thrakatulûk, agh burzum ishi krimpatul," it said. [translation: One Ring to rule them all, One Ring to find them, One Ring to bring them all, and in darkness bind them.]

* * *

(Location- Dol Guldur)

Azog walked onto a raised walkway in Dol Guldur. A darkness {"The Necromancer"} flew through the air and began speaking to Azog in Black speech. **"Azog the Defiler. The Greatest of the Uruk-hai. Or so I thought."** The darkness began to circle the Pale Orc in a judging manner. " **I give you 20 riders. Against a company numbering only 16. And yet somehow, you return to me empty handed."** Suddenly, the formless Necromancer wrapped himself around Azog and lifted him into the air. " **I fear that I have overestimated you, Azog the Disgraceful."**

"You don't understand, they are traveling with HIM," the Pale Orc replied.

" **What!?"** the Necromancer slammed Azog facedown against the ground. **"Are you certain!?"**

"Yes," he replied. "The Red Demon is with them. The line of Indra has returned."

 **A/N: Sorry for the shortness of this chapter. I promise that all of them from here on out will be at least 3,000 words total. Also, while I am here, I wanted to let you guys know that I will be creating another fanfiction in relation to this one. Its not going to be a story per se. this fanfic is going to be called THE LOST PAGES OF MIDDLE EARTH. Each chapter of this fanfic will cover important stories that were not covered in this fanfic. They will help to reconnect certain parts of the story. For example, I know for a fact that chapter 1 will be about the favor Gandalf did for Madara. Chapter 2 will be about Thorin's experience with Madara in the Mountains of Bale. That's all I've got so far, but there will be more. Until next time.**


	9. Mirkwood

Mirkwood

Upon hearing this news, the Necromancer felt a foreign emotion stir from within his formless void. It wasn't hate, nor anger, nor malice. No…this was something entirely new to the Dark Lord. For the first time in his long unnatural life, Sauron felt fear. Fear towards Madara, but more specifically, fear towards the Sharingan.

Now, contrary to what the legends say, it was Indra, not Isildur, who destroyed the Dark Lord Sauron. This falsification in history was created by Isildur himself; who took credit for Indra's actions shortly after the shinobi's disappearance. There were only two significant truths to Isildur's tale; everything else was fabricated. Sauron, and four others, were the only ones who knew this.

[Now, Sauron first became aware of the Red Demon long ago, when the great serpent of the north was destroyed. However, the Dark Lord never had the chance to worry about this new threat. Because as soon as the beast was vanquished, the warrior disappeared from Middle-Earth. But now, after many years, the Uchiha has unexpectedly returned. And Sauron had to stop him.]

The darkness released the Pale Orc from its grasp. **"I will not let those eyes interfere! They will not be the cause of my downfall! Not again!"** As Azog got back to his feet, the enraged Necromancer began destroying nearby pillars of rock.

The Pale Orc had never seen his master like this before; the event was truly a sight to behold.

Bricks flew through the air as Sauron continued to release his frustration out on the environment. However, as he did this, he was simultaneously thinking of a way to destroy the Uchiha. He knew he couldn't face the Uchiha head on. Doing so would most certainly lead to his doom. But what else could be done? If Sauron, the most powerful being in Middle-Earth, couldn't defeat the Uchiha, then who could? The Dark Lord continued to ponder this question in his mind. " _ **Perhaps it is not a matter of physical strength…"**_ he thought. " _ **There must be another means by which he can be beaten…"**_ Finally, the Necromancer came to a halt, as he realized what needed to be done. Keeping his plans to himself; Sauron turned his attention back towards the Pale Orc. **"Leave the Demon to me. You must focus on the battle that is to come."**

"What of Oakenshield?" the Pale Orc asked, clearly not concerned with the fate of the Uchiha.

The darkness drifted in the air behind the Orc. **"There are far greater tasks to concern yourself with. War is coming, Azog. And you must lead my armies."**

"You promised me his head!" The Pale Orc snarled.

" **Death will come to all!"** the darkness countered, as it finally faded away.

With his Master gone; Azog was left to himself, snarling in frustration.

Suddenly, one of Azog's underlings walked up to him from behind. "Do we call off the hunt?" it asked.

Azog contemplated for a few seconds, then made up his mind. "Bolg!" he called.

The Orcs turned as Bolg, much taller than any of the other Orcs, walked up to Azog, pushing the other Orcs aside. Azog and Bolg stood toe to toe, glaring at each other.

Azog began to speak. "I have a task for you. Do you still thirst for Dwarf blood?"

Bolg, whose left eye was cloudy and blind, growled in agreement.

(Location- Beorn's House)

(Time of day-Night)

Bilbo was looking at his ring when he heard the back door open. Upon hearing it, the hobbit hid under his blanket. As Bilbo peeked out from beneath his covers, he noticed an extremely tall man walk inside. It was Beorn, in his human form. The skin changer stood still as he looked around at the sleeping guests, who were spread randomly throughout his house. As he did, Bilbo began to worry that the skin-changer would start attacking. However, his fears subsided when he witnessed the tall man walk into another room and fall asleep.

(Location-Beorn's House)

(Time of day- Morning)

[It is morning; Beorn's ponies prance through the fields. A very large bumblebee lands on Bilbo's nose, waking him with a start. Putting on his jacket, he walks toward the kitchen, where all the dwarves and Gandalf are already seated. Beorn pours milk from a pitcher into Fili's cup. He is much taller than any human, even taller than Gandalf. Beorn addresses Thorin.]

"So, you are the one they call Oakenshield. Tell me, why is Azog the Defiler hunting you?"

Thorin was surprised to hear that Beorn was familiar with the Pale Orc. "You know of Azog? How?"

"My people were the first to live in the mountains, before the Orcs came down from the north. The Defiler killed most of my family, but some he enslaved."

Bilbo glanced down and noticed the remnants of manacles on Beorn's wrist.

"Not for work, you understand, but for sport," the Beast continued. "Caging skin-changers and torturing them seemed to amuse him."

"There are others like you?" Inquired Bilbo.

"Once, there were many."

"And now?"

"Now, there is only one," he answered forlornly.

Upon hearing this, the company looked on in silence.

Uncomfortable with the awkward silence, Beorn decided to change the subject of the conversation. "So, you need to reach the mountain before the last days of autumn?"

"Before Durin's Day falls, yes," answered Gandalf.

"Well, you are running out of time."

"Which is why we must go through Mirkwood," the wizard added.

Beorn looked disturbed by that answer. "A darkness lies upon that forest. Fell things creep beneath those trees. There is an alliance between the Orcs of Moria and the Necromancer in Dol Guldur. I would not venture there except in great need."

Madara perked up from the wooden post he was leaning against. "We will take the Elven Road. That path is still safe."

"Safe?" countered Beorn. "The Wood-Elves of Mirkwood are not like their kin. They're less wise and more dangerous. But it matters not."

"What do you mean?" asked Thorin.

"These lands are crawling with Orcs. Their numbers are growing, and you are on foot. You will never reach the forest alive." Suddenly, Beorn got up and slowly made his way over to Thorin. "I don't like dwarves. They're greedy and blind, blind to the lives of those they deem lesser than their own."

There was a great silence, as Beorn intimidatingly glared down at Thorin.

"But Orcs I hate more," he finished. "What do you need?"

(Location-Outside of Beorn's House.)

[The Company saddles and rides Beorn's ponies. (Except Madara, who kept up on foot.) As they ride away, Beorn, who is staying at his house, looks around for danger.]

"Go now, while you have the light," he said. "The hunters are not far behind."

[The company rides rapidly across the land, slowing to a stop as they approach a looming, gloomy-looking forest. Gandalf dismounts and walks into the edge of the forest through an ancient archway.]

"The Elven Gate," said Gandalf.

[Gandalf turns and calls to the others.]

"Here lies our path through Mirkwood."

Dwallin looked around. "No sign of the Orcs. We have luck on our side."

After everyone dismounted, Gandalf began to speak. "Set the ponies loose. Let them return to their master."

As everyone began retrieving their belongings from the ponies, Bilbo walked up to where Gandalf was. "This forest feels...sick, as if a disease lies upon it. Is there no way around?"

"Not unless we go two hundred miles north, or twice that distance south," replied the wizard.

[Gandalf follows a path a few feet further into the forest and sees a plant-covered statue. As Gandalf approaches the statue, Galadriel begins speaking to him telepathically from Rivendell.]

" _Something moves in the shadows unseen, hidden from our sight. Every day it grows in strength. Beware the Necromancer. He is not what he seems."_

Gandalf approached the statue apprehensively, then quickly yanked off the vines, revealing a painted-on Eye of Sauron.

" _If our enemy has returned, we must know. Go to the tombs in the mountains."_

After hearing her words in his head, Gandalf nods in agreement. "The High fells. So be it."

[The unladen ponies trot away; Nori is just about to finish unsaddling Gandalf's horse when Gandalf emerges from the forest.]

"Not my horse! I need it," shouted Gandalf.

[As Gandalf strides forward, the Company looks up and murmurs in surprise.]

Confused, Madara went over and pulled the wizard aside. "Gandalf, what's this all about?"

Before answering, Gandalf looked back towards the company to make sure no one was listening. He then turned his attention back towards the Uchiha. "Galadriel spoke to me. She suspects that our enemy has returned. The one who plagued Middle-Earth in darkness many years ago. But I dare not speak his name here."

"But he was destroyed ages ago," countered Madara.

"Indeed he was, and hopefully he remains destroyed to this day. But that is why I must go to the high fells, to make certain that none of these assumptions are true."

Madara and Gandalf then looked over towards the dwarves, who were curious as to what was going on.

Gandalf looked back at the Uchiha. "You must lead them on from here."

After this was said, the wizard made his way over to his horse.

Curious to know what was going on, the company walked up to the Uchiha. Thorin was first to speak. "Why is he leaving us?" he asked.

"He's leaving because he must." Madara answered simply.

Although they didn't like that answer, the dwarves knew they weren't going to get a better one. So they accepted it.

After Madara's answer, Gandalf got upon his horse and rode off into the distance.

After seeing the wizard disappear from his sight completely, Madara turned his attention towards the company. "Alright, let's get moving!" he declared, as he and the rest of the company made their way into the forest.

* * *

(Location-Mirkwood)

[As Madara led the company through the forest, the path they were on began branching out into multiple paths. After choosing a path and following it to the end. They were eventually led right back to where they were. This process continued with every path they chose. Each one leading them right back to where they were before. In addition to this, the deeper the company got into the forest, the more they began to hallucinate. However, Madara was the only one immune to this effect. His sharingan could see through any and all illusions. But as useful as the sharingan was, it couldn't seem to get him out of this forest. He briefly considered leveling the whole forest to make things easier, but he didn't want to get in trouble with the Mirkwood elves. Not because he couldn't handle them, but because the company couldn't afford to waste time with battles that could be avoided.]

[The company continued to walk through the forest.]

"Air. I need air," complained Bofur.

"My head, it's spinning," added Oin.

Madara had been dealing with these complaints for the past hour. "Just keep moving," he ordered. "We'll eventually get out of here."

Suddenly, Bofur came across a flask and picked it up. "This looks just like mine," he said.

"That's because it IS yours," added Bilbo. "Don't you see? We're going around in circles."

Gloin began to complain. "AGHH! WE'LL NEVER GET OUT OF THIS ACCURSED FOREST!"

"Yes, we will," encouraged Madara. "We just have to keep heading east."

"But which way is east?" Inquired Nori. "We've lost the sun."

Suddenly, Madara stopped as he realized something. "The sun…" he said to himself. "We have to find the sun…" The Uchiha turned his attention towards the now bickering dwarves. "Stay here," he ordered. "I'll be back in a minute." And with a massive leap, the shinobi landed atop the forest canopy.

However, Unbeknownst to Madara, none of the dwarves heard the shinobi over the sound of their bickering.

Thorin, who was also arguing, stopped when he heard something moving deep within the forest.

"What? What's that?" he said, looking into the distance. Thorin then turned towards the bickering party members. "Enough! Quiet! All of you! We're being watched."

 **A/N: Sorry about the shortness of this chapter. I just felt like this would be a good place to end. Also, I just wanted to let you guys know that the Desolation of Smaug portion of this story is going to undergo some changes. Not because I want to change it, but because these changes are necessary if Madara is going to fit perfectly in this story. Until next time.**


	10. Escape from Mirkwood

Escape from Mirkwood

Madara stood atop the forest canopy, looking out into the distance towards the sun. He could see that the sun was setting just over the Lonely Mountain. "Looks like east is that way," he said to himself.

As Madara was getting ready to head back down and inform the others, he noticed a group of trees in the distance that were shaking rather violently. As he continued to observe from afar, he noticed that the trees shook in such a way that it seemed as if a large creature were making its way through the forest and towards the company. Realizing the impending danger, Madara let himself fall back down towards the company.

As Madara gracefully landed on the forest floor, he looked around and realized that the entire company was gone. "Thorin! Bilbo!" He called, but there was no response to be heard. He tried calling other names. "Kili! Fili! Bombur!" Still nothing.

Suddenly, he stepped in something very strange. He looked down and saw that he'd stepped in a rather large spider web. The shinobi lifted his foot in disgust as he shook the webbing from his sandals. At the same time, a large Mirkwood Spider slowly descended down towards the Uchiha from behind. As it silently approached, the spider thought Madara was completely unaware of its presence. But how wrong it was. With one simple glance over his shoulder, Madara engulfed the spider in black flames. The beast screeched in agony before finally curling up in the typical spider death position. Needless to say, Madara now realized what happened to the others. They were most likely captured by the Mirkwood spiders.

As Madara was preparing to track down the company, He began hearing strange whispers coming from all directions.

The whispers grew louder; to the point where Madara understood what was being said.

" _ **One ring to rule them all, one ring to find them, one ring to bring them all, and in darkness bind them."**_

Recognizing the voice; the Uchiha drew his Gunbai, ready to fight. "Sauron," he realized.

(However, the Necromancer was not physically there, he was just transmitting his voice through the forest.)

" _ **Madara Uchiha…. The Red Demon of the North…I am surprised to see you've returned to Middle-Earth."**_

"I could say the same for you," he countered. "So, you're the Necromancer living in Dol Guldur."

" _ **Of course. Did you really think that I, Sauron, the greatest Necromancer to ever live, would be defeated so easily? Your ancestor may have destroyed my body, but my spirit still lives."**_

"What do you want?" He demanded.

" _ **I want to know why you trouble yourself with these dwarves. You are not usually one to help others."**_

"It's not your concern," countered Madara. Suddenly, the shinobi fell to his knees as he felt some unseen force painfully crawl inside his head. He realized it was Sauron.

" _ **Yes, now I see it…You owe Gandalf for something he did for you long ago.**_ **But there is more to it than that...Yes… I see, you are trying to bring peace to the dwarves as well. You think that by reclaiming the mountain they will somehow find peace? Foolish Uchiha."**

The Uchiha clenched his head in pain. "What are you talking about? I'm a ruthless killer, a genius among the Uchiha. I couldn't care less for the wellbeing of those dwarves; I'm only doing this to repay an old debt. And nothing more."

" _ **Maybe it started out that way, but I sense that things are different now."**_ Sauron began to dive deeper into his mind. _**"Yes…. I see...You travel from land to land; thinking you can bring peace to the world by helping those in need. But you couldn't be more wrong. There has never been, nor will there ever be, world peace. It is folly."**_

"You're wrong!" shouted Madara.

" _ **Fool, look at history. Every generation is told that peace is almost upon them. They sit there, waiting for that peace that was promised to them, but it never comes."**_

"I'll make it come," he countered.

" _ **You? What can you do? You may be powerful, but power won't bring peace. And besides, how could you possibly save the world from sorrow? You couldn't even save your own brother from death. That is what started you on this quest for peace in the first place."**_

Sauron finally struck a nerve with Madara. "SHUT UP! SHUT UP! SHUT UP!" he shouted.

" _ **The cycle of pain will continue, and there is nothing you can do to stop it."**_

Madara had had enough. "GET OUT OF MY HEAD!" he shouted.

Finally, after what seemed like an eternity, Sauron left the Uchiha to himself.

* * *

Madara was left in a cold sweat. The Uchiha didn't want to admit it, but much of what Sauron said was true. The concept of peace seemed to be completely out of reach. But he couldn't dwell on this right now. Right now, he had to find the dwarves.

After shaking himself back to his senses, he began making his way deep into the forest.

(Location-Deep within Mirkwood.)

The Uchiha had been dashing through the forest for about an hour now. Mostly because the dark spell over the forest kept causing him to get lost. Eventually, he came to a spot in the forest where many spiders lay dead. He walked over to one of the spiders and began examining its corpse. The Uchiha was looking for any Axe or sword marks on the beast's body. Finding such marks would prove that the dwarves had been there.

He made his way around to the head of the corpse, and it didn't take him long to find dwarvish blade marks all over its face. But the Uchiha noticed something else. Upon closer inspection, he found an arrow lodged deep within the spider's eye. Curious as to who it belonged to, he pulled it out and began examining it. "Elves," he realized.

From all the evidence he'd found so far, which wasn't much, the Uchiha felt like he knew exactly what happened.

The Uchiha believed that the dwarves were indeed captured by the spiders. But judging from the battle scars on the spider's corpse, it seemed as if they somehow managed to escape. Eventually, they reached a part of the forest where the number of spiders drastically increased. It was at this moment, when they were outnumbered, that the Mirkwood elves arrived and eliminated the remaining spiders. Finally, after the enemy was vanquished, the elves took the dwarves as prisoners back to their castle.

Madara turned and noticed a trail of footprints leading out of the forest and, most likely, towards the location of the company.

Upon seeing this, Madara began following the tracks out of the forest and into Elvish territory.

(Location-Dwarves.)

The dwarves had indeed been taken as prisoners by the elves. However, Bilbo, who managed to slip by unseen, snuck inside the castle and freed the company from their jail cells. In their attempt to find a way out of the castle, they unintentionally made their way into the wine cellar.

(Location-Wine Room.)

"You were supposed to be leading us out, not further in!" Bofur complained to Bilbo.

"I know what I'm doing!" Bilbo lied. Suddenly, the hobbit's eyes rested upon a group of wine Barrels. Which gave him an idea. "Everyone, climb into the barrels, quickly!"

The dwarves shot a confused look towards the hobbit. "Are you mad?! They'll find us!" said Dwallin.

"No, no, they won't, I promise you. Please, please, you MUST trust me!"

The dwarves milled around, as they tried to decide. They heard a commotion in the distance.

"Do as he says!" Ordered Thorin.

Each of the dwarves climbed into a barrel. Bilbo walked along, counting to make sure all the dwarves had been accounted for.

"What do we do now?" Inquired Bofur.

All the dwarves stuck their heads out of the barrels and watched as Bilbo walked over towards a lever in the ground. "Hold your breath."

Bilbo pulled the lever, and the part of the floor that the barrels were on tilted downward into an opening; the barrels rolled out the opening and fell several feet into a river that ran beneath the Woodland Realm. The dwarves yelled as they fell, and the barrels made loud thumping noises. Which some of the elves heard. Bilbo triumphantly looked around, then realized that he forgot to get out himself, and that the trap door had closed.

The elves made their way down the stairs and towards the wine cellar

Bilbo frantically ran back and forth and stomped on the ground, trying to make the floor tip again.

Just as the elves reached the wine cellar, the floor tipped and Bilbo fell into the river. He surfaced and grabbed onto Nori's barrel. Thorin and the company, still in their barrels, had been waiting for him.

"Well done, Master Baggins," praised Thorin.

The dwarves paddled with their hands as the river pulled their barrels along; as elves rushed along passages in the Woodland Realm. The dwarves emerged into the sunlight, and Thorin saw a waterfall right in front of them. "Hold on!" He shouted.

The dwarves, Bilbo, and the barrels plunged through the rapids, then floated swiftly down the raging river.

The elves, who were following along side the dwarves, were suddenly attacked by a group of Orcs. The Orcs made their way through the elves and prepared their bows to fire upon the company.

The dwarves, who were weaponless, looked on in horror as the arrows were about to be loosed.

Suddenly, however, a red figure appeared from the opposite side of the river and jumped onto the dwarves' heads, using them as foot holds.

The company looked and saw that it was Madara.

As the Orcs loosed their arrows, Madara rapidly moved his left hand through the air and caught every last one. After which, the Uchiha threw the arrows back, killing a good number of Orcs.

Thorin looked over and shot an angry look at the Uchiha. "Nice of you to show up at the last minute."

"Quiet dwarf, or I'll leave you to yourself," Madara countered. The Uchiha looked ahead and noticed a tree bridge that the Orcs were standing on.

Quickly, the Uchiha weaved through hand signs and shouted, "Fire Style: Chaos Snake!" As he did, A barrage of fiery serpents slithered through the air and towards the Orcs. The Bridge, as well as the Orcs, were destroyed by the attack. The force of the attack sent the Uruk-hai's weapons into the air, which Madara caught and tossed to each of the dwarves. "Defend yourselves," he ordered.

Suddenly, more Orcs appeared on the bank of the river. One Orc jumped towards Thorin, but the dwarf king met him with an Uruk-hai hammer to the face, sending him a good distance away.

The Uchiha jumped off the heads of Fili and Kili and landed where the horde of Uruk-hai were located. It was then that Madara, who was completely unarmed, began to effortlessly plow through the group of enemies with his bare hands.

The dwarves looked over and noticed that Orcs were beginning to chase them on the other side of the river. Gloin and Nori threw their axes; killing two Orcs that got to close. But more Orcs began to appear on the riverside. One Orc jumped down to the river's edge, waiting for Bombur to get close enough so it could behead him. Unfortunately for the Orc, Bombur dodged the swing, and Bifur, who was behind Bombur, slashed the Orc as he drifted by.

Kili and Fili looked ahead and noticed two archers on the rivers edge. The dwarf brothers threw their blades, killing the archers and causing their bodies to fall in the river. As the bodies of the archers drifted by, Fili and Kili took the Uruk-hai bows and began firing upon the hordes.

Madara, who had finished with his side of the river, began running alongside the dwarves. As the Uchiha continued running, he looked ahead and noticed Bolg, who was ready to meet the Uchiha with his mace. However, Madara kept his pace alongside the river as he ran straight towards the Orc. Bolg raised the mace over his head, ready to crush the Uchiha. But with one simple glare from his sharingan, the great Orc was left paralyzed in a genjutsu.

Madara dashed past the frozen Orc and jumped back onto the heads of the dwarves, but this time he stood on the heads of Dwallin and Thorin.

Suddenly, Bilbo looked ahead and noticed a problem. "Madara! The gate up ahead! It's shut!"

The Uchiha looked to the distance and saw that the hobbit was right. He saw a lever up ahead that controlled the opening and closing of the gate, but he wanted to leave these woodlands in a more…interesting way. Madara began weaving through hand signs. "Fire style: Fire Ball Jutsu!" He shouted, as a great ball of fire left his lungs and destroyed the gate up ahead.

"Well, I guess that's one way to do it," Bilbo said to himself.

With the passage now clear, and the Orcs far behind, the company made their way down the waterfall and out of Elvish territory.

* * *

Eventually, the company reached a calmer part of the river. After seeing that there was no longer a need for the barrels, the company made there way to the riverbank and began traveling on land.

"Anything behind us?" Madara asked Thorin from the front of the line.

Thorin did a quick check behind him. "Not that I can see. I think we've outrun the Orcs. For now, at least."

Suddenly, Kili fell to his knees, clinching his shoulder in pain.

"Kili!" Shouted Fili, running towards his brother.

Suddenly, everyone began to gather around the injured dwarf.

"Kili, what's wrong?" asked Thorin.

Fili moved Kili's hand from his shoulder and saw that he had an arrow wound. "He's injured," declared Fili.

Madara walked over to Kili. "Where's the arrow?" He asked.

"I pulled it out about a mile back," he answered.

The Uchiha kneeled down and began examining the dwarf's wound. "This is no ordinary arrow wound. This is a Morgul arrow wound."

"What does that mean?" Worried Fili.

"It means that there's poison running through his body as we speak," Madara answered.

The company looked shocked upon hearing this news.

"I-Is there something you can do?" Bilbo asked Madara, hoping for a 'yes'

"Unfortunately, no," replied Madara.

Before the dwarves could say another word, a strange bulge of water began to slowly rise out of the river. Thorin was the first to notice this. "By Durin's beard, what is that?" he said, as he drew his sword.

The other dwarves noticed this and did likewise. Madara was the last to turn around and notice the figure, but he did not draw his weapon.

Suddenly, the bulge of water rose and materialized into the form of a beautiful woman. She had elf-like ears and her body was a translucent-white. The woman slowly made her way towards the company.

"Who are you!?" Demanded Thorin, with the rest of the dwarves armed and by his side.

"Lower your weapons!" Ordered Madara, as he walked up to the watery figure.

The company looked at the shinobi in confusion.

"You know her?" Inquired Balin.

"I do," the shinobi answered simply. "Her name is Strelayza, and she is a Water Nymph." (to find a picture of Strelayza the Water Nymph, just type Water Elf 1280 by xiongrong into google images. it should be the first picture. You can also find it on xiongrong's deviantart. Also, check out my knew fanfic. it explains who Strelayza is.)


	11. The Water Nymph

The Water Nymph

(to see a picture of Strelayza, go to google images and type in _Water Elf 1280 by xiongrong_. it should be the first picture.)

PLEASE REVIEW! PLEASE REVIEW! PLEASE REVIEW! PLEASE REVIEW! PLEASE REVIEW! PLEASE REVIEW! PLEASE REVIEW!

"Strelayza, what are you doing here?" Inquired Madara.

"Curiosity," she answered simply. "I felt a disturbance in the waters and came to investigate."

"But you're not supposed to show yourself," countered the Uchiha. "The Valar forbade Nymphs from intentionally making their presence known."

Strelayza gave a slight chuckle. "Not forbidden, just strongly encouraged," she explained. "So, what brings you here Madara?"

"Never mind that right now; there is one among us that is in need of your healing abilities," informed Madara as he pointed at Kili.

Taking notice of the injured dwarf, the Nymph made her way to the rivers edge. After reaching the dwarf, she knelt down in front of him and touched his wound with her index finger. Suddenly, the toxins withdrew themselves and gathered into Strelayza's finger. Once Kili's body had been completely drained of poison, the Nymph pointed towards the ground and the toxins poured out of her finger and into the earth.

After this, Kili glanced over at his wound and saw that it was now completely closed up. "Incredible," he whispered, to which Strelayza smiled.

Once healed, Fili helped his brother to his feet, and Strelayza made her way over to Madara. "Now tell me, what brings you here?" she asked for the second time.

Thorin, who was wary of the Nymph, began to speak his mind. "Are you certain that we can trust her?" he asked the Uchiha, while giving the Nymph a look of suspicion.

"I'm certain," Madara reassured. he then turned his attention back to Strelayza. "I'm leading these dwarves to Erebor; under the orders of Gandalf the Gray."

"Orders?" repeated Strelayza. "I thought Madara Uchiha took orders from no man," she prodded.

"It's more of an 'I owe you' situation," the Uchiha countered.

the Nymph folded her arms and walked away for a minute. "So, you're going to slay that dragon are you?"(It didn't take a genius to figure out why these dwarves were headed to Erebor. There could only be one reason.)

"Yes," Madara answered simply. "And we need to get there before Durin's day."

Strelayza turned back towards the Uchiha. "Oh, I see. You're trying to enter the mountain through the secret entrance. _Stand by the gray stone when the thrush knocks, and the setting sun with the last light of Durin's day will shine upon the keyhole._ Isn't that how it went?"

Thorin was shocked to find that someone outside his family knew of the secret door and how to open it. "How do you know of the secret entrance?" He demanded.

"Calm yourself little king," she teased. "It was my sister, Lumos, who put a spell upon that door. It was a personal request from Thror himself."

"So, that's why the door can only be opened when it can," realized Bilbo.

"Indeed," the Water Nymph confirmed. "Unfortunately, that spell is both a blessing and a curse."

"You can say that again," Bofur whispered to himself.

Slowly, Strelayza walked past Madara and looked out over the lake in the distance. "If you're trying to go around the lake, I would advise you not to."

Madara turned around in confusion. "What do you mean?"

The Nymph turned to face the shinobi as well. "The only way to reach the mountain in time is to go across the lake. You'll never make it if you go around."

"How do you know this?" Inquired Thorin, with a hint of worry on his face.

"I have traveled the rivers that connect Mirkwood and Erebor a thousand times; I know how long it takes to get there and back again," she answered.

"Well, what else are we to do?" Asked Dwallin. "We have no boats, and we can't walk on water like Madara can."

"Has this all been for nothing?" Added Ori.

Suddenly, the dwarves began to barrage the Nymph with a flurry of questions.

"Enough! ENOUGH!" shouted Madara, after which the dwarves went silent.

The shinobi then turned towards the Water Nymph. "Is there something you can do?" He asked rather simply.

The Nymph walked away as she thought to herself. "I couldn't freeze a path for you, because it would melt long before you set foot in Erebor." The Nymph continued to ponder on this. "But Perhaps..."

"Perhaps what?" asked Bilbo.

Suddenly, Strelayza turned to face the company. "Alright, all of you stay where you are, and don't move."

Although confused, the company obeyed. (Except Madara.)

Once they were all still, the Nymph aimed her right palm out towards them, and closed her eyes. As she did, she began to whisper an ancient language.

while she spoke, the dwarves began to examine their bodies. Checking to see if anything had changed.

"I don't feel any different," complained Bofur.

Madara rolled his eyes. "That's because she's not done; can't you hear her still whispering?"

"Oh, right... I knew that," replied Bofur with a bit of embarrassment.

As Strelayza neared the end of her spell, the dwarves began to feel rather light on their feet. Bombur was the most surprised by this, since he was the heaviest of the dwarves.

"That should do it," She said as she withdrew her hand. "Alright, now take a step on the water's surface."

The dwarves were a bit reluctant, but eventually, one of them followed through.

Bombur was the first to act, and to his astonishment, he didn't sink. He was walking on water.

"Durin's beard! Look at Bombur!" Pointed Bofur in utter shock.

Realizing that even the fattest of the dwarves could stay afloat, the rest of the company followed through and stepped on the water.

Walking on water came naturally to some, but others not so much.

Thorin, Ori, Fili, Dwallin, Balin, Bombur, and Bilbo, had no trouble at all.

However, Kili, Nori, Dori, Gloin, Oin, Bifur, and Bofur, fell down a couple of times before finally getting the hang of it.

"By the Valar, we're the first dwarves to walk on water," rejoiced Balin.

As some of the dwarves continued to rejoice, Madara walked over to Strelayza. "How did you do that?" he asked, curious to know.

"I lowered the density of the water in their body," she smiled. "Just make certain that they know the spell won't last forever, only long enough for them to reach Erebor."

Madara nodded.

* * *

Now that everyone was use to their newly acquired ability, Madara decided to speak. "Alright, enough playing around, we need to get moving."

"He's right," agreed Thorin. "Durin's day will soon be upon us; we don't have time to waste."

Upon hearing this, the company formed a single file line, with Madara in the front, and began to make their way towards the Lonely Mountain in the distance.

However, they came to a stop when they heard Strelayza's voice again. "Madara," she called.

The shinobi, and everyone else, turned their attention towards Strelayza. "Yes?" replied the Uchiha.

The Nymph paused for a moment. "Please...be careful," she pled.

The Uchiha normally would have rolled his eyes, but he knew what Strelayza had been through. He knew why she was so motherly towards him. Madara gave her a comforting nod and then, along with the rest of the company, made his way towards the mountain in the distance.

Strelayza watched Madara until he, and the rest of the dwarves, disappeared from her sights completely.

It was then that she glanced down and noticed something shimmering in the water. It was gold, and very beautiful. The Nymph knelt down and plucked it from the river bed. once she withdrew the tiny object from the water in which she stood, Strelayza slowly opened her hand and saw what it was. A ring.


	12. Homecoming

Homecoming

Please review, also please follow my Tumblr at madarafanworld. It has a visual guide for this entire fanfic.

[The company is making their way across the great lake. They pass many beautiful sights on their way to Erebor.]

"Alright," declared Madara. "We don't have long before Strelayza's spell wears off, so we're going to make a straight shot towards the mountain." The Uchiha then looked over his shoulder towards the fattest of the dwarves. "That means no breaks Bombur!"

The round dwarf gave a frustrated look upon hearing this.

Meanwhile, Bilbo was taking in the sights of the great rock formations in the distance. Of course, he'd already seen these mountains on land, but there was something about seeing the mountains from the angle of the lake that made them appear more glorious.

Suddenly, the hobbit's eyes rested upon a little town on the water; which broke him of the fixated gaze he had upon the mountains. "Look!" He pointed. "There's a small town on the lake."

The company turned their heads right, looked to the distance, and saw that there was indeed a town on the water.

"Aye, tis Lake Town," answered Gloin. "Once a great trading route for fish, but now…now the fish seem to be disappearing from the lake."

Bilbo looked puzzled. "What do you mean, disappearing?"

Balin decided to answer in Gloin's place. "Actually, no one really knows. It's as if the fish are growing legs and walking away." As Balin looked on towards the town, his smile slowly began to turn into a frown. "Poor souls," he said. "The people of Lake Town were once a thriving people. There once was a time when they never had to worry about the arrival of their next meal; for they always had food on their tables. You see, they were not always the people of Lake Town; they were once the residents of Dale, a great and powerful city. It was within the walls of Dale that a great trade between men and dwarves kept their city alive and thriving, and never at any time did anyone believe that this great city would fall. Until…"

Bilbo felt like he knew where Balin was going. "Until Smaug," he answered.

Balin gave a sad nod. "Aye, Until Smaug…" he confirmed. "Before that dragon took residence in the lonely mountain, he left Dale in a fiery inferno of ash and death. The ones that survived fled to lake town, where they are now cursed to work in a dying business." After his tale was finished, Balin looked around and noticed the sadness he unintentionally brought upon the company. So he decided to revive their spirits. "But they will not be cursed like this for much longer," he stated with a smile. "Once Madara kills the beast, which I'm certain he will, the people of lake town will reclaim the city of Dale. And we will reclaim the mountain."

Suddenly, the company began to cheer for the Uchiha.

"That flaming bastard doesn't stand a chance against the might of Madara," rejoiced Ori.

"Aye," agreed Bofur. "I bet that worm won't even put up a fight once he figures out who Madara is; he'll probably just run away with his tail between his legs."

"That'd be a sight," chuckled Gloin.

Meanwhile, in the front of the line, Madara had unintentionally tuned out the company. Ever since leading the dwarves out of Mirkwood, the Uchiha had been struggling to rid his mind of Sauron's words.

* * *

(Location- Entrance to the Ashen Caves)

A tall, pale figure made his way through the darkness of the Ashen caves. It was Azog. The Pale Orc had been sent here by Sauron to seek out two, fiery beasts. Ashgore and Inferos. A duo of flaming Behemoths stemming from ancient times. Sauron usually would have refrained from requesting the help of these two, but with the Red Demon's return, the Necromancer needed all the power he could muster.

After making his way through many twists and turns, Azog eventually reached the heart of the Cave. It was a vast and empty space. The Orc looked around and saw no sign of the beasts. So he decided to make his presence known. [Prak jashat ob the burgulu, servants ob Morgoth!] "Step out of the shadows, servants of Morgoth!"

After Azog's demand, there was a great silence within the cave. It took a few minutes, but eventually the walls began to shake, followed by the sounds of ominous groans. Two behemoths ripped themselves from the east and west walls of the cave and ignited their bodies in a tempest of flames. Taking notice of the insignificant speck on the ground before them. They made their way towards it. [Lat brus disturbed izubu slumber,] "You have disturbed our slumber," Ashgore stated angrily.

[Amirz are lat?] "Who are you?" Demanded Inferos.

"I am Azog the Defiler, servant of the Dark Lord Sauron. I have come on his behalf to demand your aid in his armies," he answered.

Suddenly, Inferos and Ashgore began to materialize their weapons. Inferos his spear, and Ashgore his axe.

"Foolish Orc! We are servants of Morgoth! Only he can command us!" Roared Ashgore.

"Now, Burn!" Shouted Inferos.

The two beasts were about to bring their blades down upon the orc, but something made them stop.

Before their blades could meet the orc. Azog pulled a piece of paper from his waist and held it before the Balrogs. Upon it was the sign of Morgoth.

"I am the servant of your master's servant! You will obey me!" Shouted Azog.

After seeing this, the surprised Balrog's got down on one knee before the symbol.

"In the name of our Master, we will aid you in Erebor," answered Inferos.

After hearing this, Azog gave an evil smirk.

* * *

(Location-Erebor)

The company managed to reach Erebor before Strelayza's spell wore off. The dwarves walked slowly in awe as they made their way up the hidden stair case. They never thought this day would come. It was very emotional for the dwarves, especially Balin, who had the biggest heart out of all the dwarves. Passing the ruins of dale, the company made their way up the secret stair case and towards the side door. Eventually reaching the entrance.

Suddenly, a thrush landed on a rock next to the mountain wall and began knocking. Followed by the moon peering out from behind the clouds. The moonlight shined down upon the side of the mountain and reveled the keyhole. Just like the runes said.

Slowly, Thorin pulled out the key and inserted it into the keyhole. With one turn, the door unlocked and he opened it.

"Erebor," said Thorin in disbelief

He looked around at everything as if he were seeing it for the first time. "I know these walls…" said Thorin. "This stone. You remember it, Balin. Chambers filled with golden light."

"Aye, I remember," replied Balin as he shed a few tears.

The rest of the Company slowly and reverently entered the mountain. Inside, Nori pointed at a carving in the wall above the door; it was of the throne of Erebor, with the Arkenstone above it, sending out rays of light in all directions.

Gloin began to read aloud the inscription on the carving. "Herein lies the seventh kingdom of Durin's Folk. May the heart of the mountain unite all dwarves in defense of this home."

Bilbo looked at the carving in interest and curiosity.

Seeing Bilbo's intrigue, Balin decided to explain it to him. "The throne of the king," he answered.

"And what's that above it?" Inquired Bilbo.

"The Arkenstone," answered Balin. "That, dear Bilbo, is why you are here."

[All the dwarves look at Bilbo, and he looks bewildered, but resolute.]

A/N: sorry for the shortness of this chapter. I just wanted to put something out there so you guys know that I'm still working on this. I've noticed that my writing skills have deteriorated the farther I have gotten into this story. but i promise that from now on, I will make sure that this doesn't happen. Also, I will make certain that the upcoming chapters are not as short as this one.


	13. The Dragon's Lair

The Dragon's Lair  


(for a visual guide to the story, please visit my tumblr at madarafanworld. it has pictures of Beorg, Strelayza, and even Girlin. make sure you follow my tumblr as well.)

Balin and Bilbo walked into a tunnel leading to the interior of the mountain.

"You want me to find a jewel?" asked Bilbo.

"A large white jewel, yes," confirmed Balin. "Trust me, you'll know it when you see it."

"Alright," Bilbo nodded nervously.

Balin began to walk back down the tunnel, but then paused. "In truth, lad, I do not know what you will find down there. You needn't go if you don't want to, there's no dishonor in turning back."

Every fiber of Bilbo's being was screaming 'turn back!' But in his mind Bilbo knew that he could not abandon the company. "No, Balin, I promised I would do this, and I think I must try."

After this was said, Balin looked at Bilbo and began to chuckle appreciatively. "It never ceases to amaze me," he said.

"What's that?" Inquired Bilbo.

"The courage of Hobbits. Go now with as much luck as you can muster."

After both nodding to each other, they went their separate ways.

* * *

As Bilbo made his way towards the Dragon's Lair, he felt the urge to reach for the ring in his pocket. Now, he didn't do this out of desire, you see, but more so out of fear that he'd get caught by the dragon.

Slowly, the Hobbit reached into his coat pocket, but to his surprise, there was nothing there. Upon realizing this, he frantically began to search every pocket. Still nothing. Bilbo no longer had the ring.

The Hobbit was now utterly terrified. Of course, he was terrified before, but at least the power of the ring gave him a bit of comfort. But now… for whatever reason… the ring was gone, and Bilbo would have to rely on his own abilities to retrieve the Arkenstone.

After reaching the dragon's horde of gold, Bilbo climbed down the stairs and carefully began to walk atop the treasure. He tried to be quiet, but the coins and jewels beneath his feet made a lot of noise. He poked around, looking for the Arkenstone. He found a large white jewel and examined it, but the hobbit decided that it was not the Arkenstone and tossed it aside.

Bilbo then climbed up a mountain of gold. He picked up a golden cup, and this action starts a small avalanche of coins. Bilbo looked up and sees the coins falling away to reveal Smaug's eye, which was shut. Bilbo jumped behind a stone pillar in fright. All was silent, and it seemed like Smaug was still asleep. But suddenly, Smaug snorted, and the treasure around his nose fell away, revealing it. Bilbo, panting, slowly tried to make his way down the pile of gold, but stopped short when he realized that Smaug's body was buried in a large circle around where he was currently standing. The gold all along Smaug's body began to ripple as he awakened.

Bilbo took a few steps, then paused and knelt as Smaug began to raise his head, his eye still closed. As Smaug opened his eye, Bilbo ran and dove behind a pile of gold.

As Smaug's eye looked around, Bilbo buried himself beneath a pile of gold, hoping that Smaug wouldn't step on him.

Meanwhile, Smaug raised his head and began sniffing the air. "Well, thief, I smell you. I hear your breath. I feel your air. Where are you?" He demanded.

As Smaug said this, he moved his head back and forth around the place where Bilbo was hiding.

"Come now, don't be shy. Step into the light."

Suddenly, the coins under which Bilbo was buried gave way and unveiled him from his hiding spot.

"There you are, thief in the shadows."

Realizing that Smaug could see him, Bilbo became paralyzed with fear. However, he somehow managed to speak despite his fear. "I did not come to steal from you, O Smaug the Unassessably Wealthy. I merely wanted to gaze upon your magnificence, to see if you really were as great as the old tales say. I did not believe them."

Hearing this, Smaug stomped several yards away and drew himself up so his entire body was visible to Bilbo. He was a massive dragon with two back legs, two massive, bat-like wings with claws, and both his neck and tail were incredibly long. His head alone was the size of three elephants.

"And, do you now?!" He asked.

Bilbo was stunned by the enormity of the beast. "Truly, the tales and songs fall utterly short of your enormity, O Smaug the Stupendous."

"Do you think flattery will keep you alive?"

"No- no, no," Bilbo answered nervously.

"No, indeed," confirmed Smaug. "You seem familiar with my name, but I don't remember smelling your kind before. Who are you, and where do you come from, may I ask?"

Smaug snaked his head closer to Bilbo as he asked this. Bilbo opened his mouth to speak, but then suddenly sees something off to the side. It was the Arkenstone; a small, white gem glowing with an unnatural light, buried under one layer of coins.

"I- I come from under the hill," the hobbit answered.

Smaug was puzzled by this "Underhill?"

Bilbo nodded in confirmation and snuck a peek at the Arkenstone. It was not far away from him. "And under hills and over hills my path has led," continued Bilbo. "And, and, through the air. I am he who walks unseen,"

"Impressive," admitted Smaug, not believing a word he said. "What else do you claim to be?"

"I am... Riddle-maker, uh…Barrel rider…"

"Barrels?" interrupted Smaug. "Now that is interesting. And what about your little dwarf friends? Where are they hiding?"

Bilbo tried to pretend as if he didn't know what the dragon was talking about. "Dw- Dwarves? No, no, no dwarves here. You've got that all wrong."

"Oh, I don't think so, barrel-rider. They sent you in here to do their dirty work while they skulk about outside."

"Truly, you are mistaken, O Smaug, Chiefest and Greatest of calamities."

"You have nice manners...for a thief and a liar! I know the smell and taste of dwarf. No one better. It is the gold! They are drawn to treasure like flies to dead flesh."

As Smaug stomped about, his claws knocked the Arkenstone away from where it had been, and Bilbo gasped. The Arkenstone bounced down the mountain of gold. And Bilbo ran after it.

Smaug seemed to be unaware of Bilbo's intentions, as he continued to ramble on about the dwarves. "Did you think I did not know this day would come, when a pack of canting dwarves would come crawling back to the mountain?!"

Bilbo tripped and slid down the gold. Smaug followed after him, knocking over as massive stone pillar in his rage. As the pillar fell, its reverberations sounded throughout the mountain. Even the dwarves sitting in the clearing above the secret stairs hear it and stand up.

"Was that an earthquake?" Worried Dori.

"No," answered Madara, "that…was Smaug."

Meanwhile, back in the dragon's lair, Bilbo was struggling to keep up with the Arkenstone.

"The King under the mountain is dead!" Shouted Smaug "I took his throne!"

Smaug looked for Bilbo, and Bilbo bursts out of a pile of gold beneath Smaug's claw. Bilbo ran down a staircase and leapt off the side as Smaug's head swung at him.

"I ate his people like a wolf among sheep."

[As the Arkenstone bounces rapidly down the mountain of gold, Bilbo slides rapidly after it with Smaug in pursuit.]

"I kill where I wish, when I wish. My armor is iron."

[The Arkenstone and Bilbo slide under a covered stone structure; Smaug opens his wings and glides down to land atop the structure.]

"No blade can pierce me!"

[Smaug is searching for Bilbo, who is hiding under the stone structure.]

"It's Oakenshield. That filthy dwarvish usurper! He sent you in here for the Arkenstone, didn't he?"

[Smaug circles around the structure; Bilbo, hiding beneath it, sees the Arkenstone at the other end of the structure.]

"No, no, no. I don't know what you're talking about," Bilbo replied anxiously.

[Bilbo starts to sneak over to the Arkenstone but is forced to hide behind a pillar as Smaug looks beneath the structure.]

"Don't bother denying it. I guessed his foul purpose some time ago. But it matters not. Oakenshield's quest will fail. The darkness is coming, it will spread to every corner of the land."

[Bilbo is still hiding behind a pillar.]

"You have been used, thief in the shadows. You were only ever a means to an end. The coward Oakenshield has weighed the value of your life and found it worth nothing."

Bilbo wouldn't accept that. "No. No. No, you're lying!"

"What did he promise you?" Smaug continued. "A share of the treasure? As if it was his to give. I will not part with a single coin. Not one piece of it."

[Bilbo, hearing that Smaug is on top of the structure, seeks the Arkenstone lying a few feet away from the structure and makes a run for it. Smaug sees him and whips his tail, sending Bilbo, the Arkenstone, and gold flying. Bilbo tumbles and lands against a pillar.]

"My teeth are swords! My claws are spears! My wings are a hurricane!"

[Bilbo looks down and sees the Arkenstone lying just a few feet from him, and he gazes at it. which Smaug notices.]

"I am almost tempted to let you take it," the beast admitted. "if only to see Oakenshield suffer, watch it destroy him, watch it corrupt his heart and drive him mad."

[Bilbo and Smaug face off; Bilbo pants. Then Smaug begins to rear his head.]

"But I think not," continued Smaug. "I think our little game ends here. So tell me, thief, how do you choose to die?"

[Smaug's chest glows with a light from inside, and Smaug's head streaks forward, jaws open, to eat Bilbo. However, after quickly grabbing the Arkenstone, Bilbo mysteriously disappears in a blur of speed, and Smaug's jaws close on empty space. Angrily, he raises his head again, and the glow from his chest travels up his neck; roaring, Smaug bellows out a massive wall of flames over the area in which Bilbo had been standing. Smaug rages about, blowing fire and destroying pillars. His roars echo in the distance.]

Meanwhile, Madara placed the hobbit safely on a stair case away from Smaug.

It took a while for Bilbo to process what happened, but he eventually came to the conclusion that it was Madara who saved him. "Thank you Madara," he said, to which Madara simply nodded.

In the distance, the sound of Smaug's footsteps seemed to be drawing closer. Something only Madara seemed to notice. "Go, now," he ordered. "I'll take care of the dragon."

Bilbo obeyed and scurried towards the location of the company.

* * *

As Smaug appeared around the corner, his eyes rested upon a man in strange attire, with a large fan in his hand that rested against the ground as if it were a walking stick. Smaug could tell by the stranger's stance that he was ready for a fight.

"Who are you that would stand against me!?" He roared.

"I am Madara Uchiha…The Red Demon of The North... The Red Wizard of Bale…and slayer of the Great Dragon Be'org."

"I see," Smaug said with an evil grin. So, those insignificant specs sent you in here to finish me off, did they? Well…we shall see about that!" Smaug shouted as he stomped towards the Uchiha in a rampage.

As the dragon drew closer, Madara simply jumped out of the way at the last second. Letting Smaug crash through the stair case.

Smaug quickly used his wings to turn around and land on a mountain of nearby gold. After gathering his bearings, the beast flew, mouth open, towards the location of the Shinobi.

Unfortunately for Smaug, Madara was ready for him. With one strong stroke from his Gunbai he sent Smaug crashing through the mountain wall and into the Gallery of Kings.

Meanwhile, Bilbo caught up with the rest of the company.

"Bilbo, thank goodness you're alright," rejoiced Balin.

As Bilbo came closer, the rest of the group began patting him appreciatively on the shoulder as he passed.

"Where's the Arkenstone?" Thorin demanded.

Bilbo looked over at Thorin and noticed that his countenance had changed drastically. With one look, Bilbo could tell that Thorin was somehow different. "I…uh…"

Before Bilbo could answer, the ground beneath them shook rather violently. (it was from Smaug crashing into the Gallery of Kings.)

"By Durin's beard…what was that?" Declared Dwallin.

"The only thing it could be," answered Balin. "Madara has engaged the Dragon."

(Location-Gallery of Kings)

Smaug managed to get back to his feet as he searched everywhere for the red soldier. "Where are you!?" He demanded. Suddenly, the dragon found Madara standing upside down on the ceiling. The next thing he knew his chin made contact with the ground as Madara came down with a soaring axe kick. While the beast was in a daze, the shinobi leapt off his head and towards his tail end.

After gathering his bearings once again, Smaug located his target. "YOU WILL BURN!" He shouted as a great tempest of flames left his lungs and consumed the shinobi. The dragon continued to burn the shinobi for what seemed like a full minute, until finally, Smaug let up on his barrage to see what became of his prey.

As the flames disappeared completely, Smaug was left in utter shock from what he saw standing before him. It was a giant blue soldier about the size of Smaug himself. "What manner of sorcery is this!?" He demanded.

As soon as the words left Smaug's mouth, his jaw was met with a giant blue fist, sending him crashing into a nearby pillar. However, the dragon wrapped himself around the pillar and swung back around towards Madara. His teeth sunk into the giant's head, or so he thought. It was not long before he realized that his teeth could not penetrate the strange armor. Realizing this, Smaug released his bite and swung his body around for a tail whip. Unfortunately, the soldier effortlessly caught it with his hands and swung him, once again, into a nearby pillar.

The beast crashed into the pillar of stone. Smaug panted for breath while Madara stood there with no signs of exhaustion.

Realizing that his perfect Susanoo was a bit overkill, he dispelled the jutsu and walked slowly towards the exhausted Smaug. "You know, when I first heard of a dragon that rivaled Be'org, I got pretty excited." Madara came to a stop 3 yards away from Smaug's head. "But now I see that you're not even half the Dragon Be'org was."

With a rage like never before, Smaug charged towards the Uchiha. With teeth gnashing, and breathe hot as lava, the dragon was inches away from the Uchiha.

However, before the beast could so much as breathe his air, Madara manifested the left (Incomplete) arm of the Susanoo and planted it firmly into the beast's chest.

The force of the punch not only sent Smaug back towards the pillar from whence he came, but it also removed a great number of scales from his chest. Leaving a fist sized chink in his scaly armor.

It was about this time that the company managed to find a spot where they could observe the battle from a safe distance.

What Thorin saw pleased him to the point of laughter. (He saw Smaug on the ground.) "You see, witless worm, not even YOU can stand up to the might of Madara. Now you understand…don't you? Now…you understand fear."

As much as the Dragon hated to admit it, the dwarf king was right. Smaug, for the first time in his life, felt fear.

"Madara is the result of our revenge, did you really think you'd be able to escape it?" Thorin said mockingly.

As much as Smaug feared Madara, he would not let the dwarves have their way. Even if it killed him. "Revenge?! Revenge! I will show you REVENGE!" He roared.

Suddenly, Smaug got to his feet and flew out of the cave towards lake town.

Knowing his plan, Madara ran after him.

However, as Smaug crashed through the mountain side, he unintentionally caused the entire hall to collapse down on top of Madara. Ultimately slowing him down by temporarily trapping him inside.

The rest of the company jumped down from their hiding spots and went over to help him.

[Outside the mountain, it is night; we see the great doors of Erebor closed and shut. Suddenly, the side of the mountain breaks as an enraged Smaug smashes his way out. He flaps his wings and lifts off into the sky. He swoops off toward Lake town.]

[In Lake town, people see the fire and light coming from the previously closed gates of Erebor, and they shout and cower in fear.]

[Smaug soars through the air toward Lake town, talking to himself.]

"I am fire. I am... DEATH!"


	14. Madara's Farewell

Madara's Farewell

The dwarves, and Bilbo, jumped down from their hiding spots and made their way towards the mountainous pile of rubble under which Madara had been buried. Once there, the company began tossing large stones away from the pile in an attempt to free the shinobi.

"Come on lads, put your backs into it!" Encouraged Dwallin.

The group knew that it would take hours to remove all the rubble, but at the same time, they refused to abandon their friend.

 **(Location-Lake town)**

The towns people scurried like ants before the sight of Smaug. While some scavenged for their families, others scavenged for their silver and gold. However, one townsman in particular, named Bard, stood atop the town's bell tower with bow and arrow in hand. As the beast drew closer, Bard noticed a large chink in Smaug's armor. After seeing this, Bard drew back an arrow and aimed for the dragon's chest. He waited for the dragon to come closer…and closer…and closer…until finally, it was close enough. With one flick of his fingers, Bard loosed his arrow. Once loosed, the arrow soared through the air and into Smaug's heart. Killing him instantly. And like a bird with a broken wing, Smaug's lifeless body nosedived into the center of the city. Taking out half the town's population.

 **(Location-Dwarves)**

[Hearing the sound of Smaug's body crashing in the distance, the dwarves turned their attention towards lake town.]

"What was that?" Asked Oin. "What happened?"

"It fell. I saw it," answered Bilbo. "It's dead. Smaug is dead!"

"By my beard! I think he's right!" Added Gloin. "Look there! The ravens of Erebor are returning to the mountain!"

[Several birds flew towards the lonely mountain.]

"Aye," confirmed Balin. "Word will spread. Before long every soul in Middle-earth will know - The dragon is dead!"

Almost immediately after this was said, Madara pried himself from the rubble using the incomplete arms of the Susanoo.

The dwarves were relieved to see that their friend was alright.

Once on his feet, the shinobi turned his attention toward Balin. "Balin, did I hear you right?" Inquired Madara. "Smaug is dead?"

"Aye," confirmed Balin. "It appears that some brave soul shot him down."

Upon hearing this, Madara walked up to the edge of the hole (left by Smaug) and looked out towards the town. The dragon was indeed dead, however, it appeared that Smaug took half the town with him when he died. "It appears that Smaug's death came at a cost," Madara told Balin.

The dwarf knew what the Uchiha was referring to. "Aye," Balin agreed forlornly. "I just pray that not too many lives were lost."

Madara didn't add to Balin's statement, but in his heart, he felt the same.

The company silently mourned for the lives lost in lake town. After they finished, Madara turned his attention towards Bilbo and the dwarves and began to list off the members of the company one by one."Balin, Dwallin, Kili, Fili, Thorin, Bombur, Bifur, Oin, Gloin, Ori, Bofur, Dori, Nori, and Bilbo. It has been an honor to fight alongside you all.

The dwarves looked at each other in confusion; wondering as to where Madara was going with this.

"However," he continued. "The time for us to part ways has come."

Straightaway, the dwarves began to barrage him with a whirlwind of questions.

"What do you mean?" Asked one.

"You can't leave, you're one of us." Added another.

The dwarves continued their assault of questions for a while, until Madara decided that he'd had enough. "Quiet!" He shouted; to which the dwarves instantly obeyed. "Look…" he continued. "My orders were to slay the dragon and help Thorin reclaim Erebor. You have no further use of me in this company."

Bofur perked up from amidst the dwarves. "Even if that's true, that doesn't mean you have to leave. After all, you're one of us now."

"And one of you I shall always be," Madara reassured. "But my debt to Gandalf has been repaid, and there are others in Middle-Earth in need of my help. That is why I must go."

As much as the dwarves didn't want to acknowledge it, they knew the Uchiha was right.

"So…" Began Ori. "This truly is goodbye then."

Madara nodded reluctantly.

Realizing that there was nothing they could do to change the Uchiha's mind, each of the dwarves, and Bilbo, said their goodbyes to him, one by one.

Since Balin was closest to the Uchiha, he was first. "Madara…" he began, but couldn't finish because of the tears in his eyes. Balin was grateful for all the things the shinobi had done for the company, and Madara sensed this.

The Uchiha reassuringly put his hand on Balin's shoulder. "It's alright," he comforted. To which Balin smiled and walked away.

Kili and Fili were next. "Make sure you come back and visit us," said Kili.

"And make sure you tell us of your travels when you do return," Fili added.

"I will," Madara replied to both dwarves.

The rest of the dwarves said their goodbyes to the Uchiha, each in their own unique way.

Thorin was the last of the dwarves to say his goodbye to Madara. However, the dwarf king did not say a word. He simply nodded.

If it had been anyone else, Madara would've taken this as a rude and simple gesture. But Madara knew how the dwarf king was and accepted it.

Bilbo was the last person to walk up to Madara, and to be honest, he didn't really know what to say. He just stood there, thinking of the best way to say goodbye. "Madara….I uh….take care of yourself," was all he could say.

But regardless of the shortness to Bilbo's goodbye, Madara accepted it.

However, Bilbo was not satisfied with what he said.

The Uchiha slung his Gunbai over his shoulder and began to make his way out of the mountain. He barely reached the exit when he heard Bilbo's voice. "Wait!" The halfling shouted.

Madara stopped and turned to meet the hobbit. "What is it Bilbo?" he asked.

"There's something you need to know," explained the hobbit.

Madara cocked an eyebrow, wondering what the hobbit had to say.

"Back in Bag End, when I was asked to join you all on this adventure, I refused at first. I was afraid of leaving and never coming back," the hobbit explained.

Madara wondered where the halfling was going with this.

"But something changed my mind," he continued. "That night, when everyone else was asleep, you told me something that I never forgot. You asked me how I wanted to leave my mark on the world. After you all left, those words kept banging around in my head. And eventually I came to the conclusion that this was how I wanted to leave my mark, by going on a once and a lifetime adventure."

The company and Madara continued listening to the hobbits testimony.

"I guess what I'm trying to say is that if it wasn't for you, I never would have left Bag End," he explained. "So, thank you, Madara. I wouldn't be here if it wasn't for you."

After hearing these words, Madara did something that would've made Gandalf's jaw drop. He knelt down and gave Bilbo a hug.

For the most part, Madara had an unexpressive and dispassionate personality. Knowing this, the dwarves and Bilbo were left in shock at the sight of this sincere gesture by Madara.

Out of the entirety of the company, Madara had been most protective of Bilbo. And for the longest time, Madara didn't know why this was. But now he knew why. In a strange way, Bilbo reminded him of his younger brother, Izuna, who died not too long ago. This was the reason why he was worried for the safety of the hobbit when he first joined the company, the reason why he went out of his way to find a weapon for the halfling, and the reason why he was hugging him right now.

Finally, after what felt like an entire minute, Madara released the hobbit from his embrace and smiled. "You have grown in many ways Bilbo Baggins. You are not the same hobbit that left the shire. You are better and wiser; loyal to your friends til the bitter end. Don't ever loose sight of these newly acquired attributes. Keep hold of them til the end of your days, and may they serve you well."

And with that the shinobi stood up, slung his Gunbai over his shoulder, and made his way out of the mountain and across the lake.

The dwarves and Bilbo looked on until the Shinobi was completely out of their sights.

"Madara….thank you," Bilbo whispered as the Uchiha vanished from his sights completely.

For a while, Bilbo and the dwarves were recollecting on the great times they had with the shinobi. All except Thorin, who interrupted this tender moment. "Bilbo," he declared. "Did you manage to find the Arkenstone?" He asked for the second time.

The dwarves and Bilbo shook themselves of their thoughts and turned to face the king.

"Uh n-no, no I didn't see it," Bilbo answered nervously.

"Then we must continue our search," the dwarf king replied coldly. "I must have the Arkenstone."

* * *

 **(Location- Treasure room.)**

[Almost immediately after Madara's departure, Thorin had ordered the company to search for the Arkenstone. Each of the dwarves sifted through mountains of gold in search of the king's jewel.]

"Any sign of it?!" Demanded Thorin.

"Nothing yet," replied Dwallin.

"Keep searching!" Countered Thorin

Ori didn't sit well with that order. "That jewel could be anywhere!" He complained.

Thorin felt no sympathy towards the dwarf. "The Arkenstone is in these halls - find it!" He ordered a second time.

"You heard him - Keep looking!" Shouted Dwallin.

"No one rests until it is found!" The dwarf king added.

[Bilbo, hearing all this, looks awkward. He then walks out onto the ramparts of the front gates, near the hole Smaug made in the wall. He paces back and forth for a while. Then, after looking around to see that no one is watching, he sits down. He thinks back to his encounter with Smaug, when he is standing near the Arkenstone and Smaug is speaking to him.]

 **Flashback Start**

"I am almost tempted to let you take it," admitted Smaug. "if only to see Oakenshield suffer, watch it destroy him, watch it corrupt his heart and drive him mad."

[Smaug growls and extends his neck to eat Bilbo, but Bilbo grabs the Arkenstone and Madara speedily rescues him before he is eaten.]

 **Flashback End**

[Once more checking than no one is watching, he reaches into his tunic and pulls out the Arkenstone. He stares at it, as it glows with patterns of light from within.]

 **A/N: I would have made it to where Madara was the one to kill Smaug, but in this stories sequel, it is Bard who kills the dragon, not Madara. Also, don't worry, Madara will return, but it will be near the beginning of the Battle of the five armies, and near the end of this fanfiction.**


	15. Dragon Sickness

Dragon Sickness

 **(Location- Survivors of Lake town)**

[Since the destruction of Lake town, the townspeople had been openly expressing their worries to Bard; who had been made leader after killing the dragon.]

"What are we going to do!?" Shouted one woman.

"We have nowhere to go!" Declared an elderly man. "And we have no food!"

The flurry of questions and concerns continued until Bard decided enough was enough. "Quiet! All of you!" He shouted. Upon which everyone went silent.

"Now, I do not yet know where we can find food," he admitted. "However, I do know where we can take shelter."

It was at that moment that Bard looked out across the lake and towards the ruins of Dale.

 **(Location-Azog)**

[Azog is riding his white warg at the head of a vast company of Orcs, all armed for battle. They are crossing a rocky plain, with the Lonely Mountain in the distance as their destination. Bolg, riding his Warg, charges in from Mirkwood to deliver his message to Azog.]

"The Dwarves!" Bolg shouted as he rode up. "We tracked them through Mirkwood!"

[Azog raises his arm, the hand of which Thorin cut off but is now replaced with a large blade, and the legions of Orcs stop.]

"And you killed them?" Questioned Azog.

Bolg was reluctant to answer this question, and Azog sensed this.

The Pale Orc slowly circled Bolg with his blade out towards him. "Did you kill the dwarves!?" He demanded once again, but in a more threatening manner.

Finally, Bolg decided to answer. "They escaped. We lost track of them."

"You fool!" Shouted Azog as he raised his blade to strike Bolg.

Seeing Azog's intentions, Bolg decided to better explain himself. "You don't understand. The Red Demon attacked us. We would have slaughtered every last dwarf had he not interfered."

Upon hearing this, Azog retracted his blade and growled in aggravation. The Red demon was becoming a pain in the neck to both Azog and Sauron. But he would not be a pain for much longer.

Unbeknownst to Bolg, Azog had ordered both Ashgore and Inferos to personally take care of the Uchiha.

"Leave the Red Demon to me," said Azog, as he made his way back to where he was. "I have allies from the Ashen caves that will soon bring an end to him and his sorcery. Now go! Ride to Gundabad! And let the legions come forth!" He ordered.

Bolg grunted in assent and rode off.

Azog then turned to face his Orcs; raising his bladed arm as he did. "Soon the mountain will become Oakenshield's tomb," declared the Pale Orc. "Now, onward, to war!"

 **(Location- the dwarves)**

[In Erebor, Thorin gazes upon the throne, over which the Arkenstone had been inlaid before it was lost. He speaks to Balin, Dwallin, and Bilbo, who are behind him. They reported to Thorin of their failure to find the Arkenstone.]

"It is here in these halls – I know it," Thorin stated coldly.

"We have searched and searched…" explained Dwallin.

"Not well enough!" Thorin interjected.

Much like everyone else, Balin worried for the dwarf king. "Thorin, we all would see the stone returned."

"And yet, it is still not FOUND!" He countered.

The room went silent for a while. Until Balin decided to speak again. "Do you doubt the loyalty of anyone here?"

Thorin turned and slowly walked toward Balin and Dwallin.

"The Arkenstone is the birthright of our people," Balin explained calmly.

"It is the King's Jewel," Oakenshield shot back. "AM I NOT THE KING?!"

The king's voice echoed through the great halls.

As Thorin turned away, Balin, Dwallin, and Bilbo looked uneasy.

Thorin began to make his way back to his throne. "Know this, if anyone should find it and withhold it from me, I will be avenged."

As Thorin walked away, Bilbo looked very disgruntled.

[Later, Bilbo finds Balin somewhere else in the mountain. The elderly dwarf had clearly been crying. Balin knew that Bilbo was standing behind him.]

"It is dragon sickness," Balin explained in reference to Thorin. "I've seen it before. That look. That terrible need. It is a fierce and jealous love, Bilbo. It sent his grandfather mad."

"Balin, If-If Thorin…had the Arkenstone…"

[Bilbo slightly cocks his head, and Balin looks surprised, understanding Bilbo's implication.]

"...if it was found - Would it help?"

"That stone crowns all," explained Balin. "It is the summit of this great wealth, bestowing power upon he who bears it. Will it stay his madness? No, lad; I fear it would make it worse. Perhaps it is best that it remains lost."

Bilbo was disappointed by that answer.

 **(Location- Madara)**

[Since leaving the dwarves, Madara had made his way past many scenic sights. Most of them he'd previously passed during his trip to Erebor. At the moment, the Uchiha was walking through a great valley. As he did, the words of Sauron seeped into his mind once again.]

 _"The cycle of pain will continue, and there is nothing you can do to stop it."_

Madara attempted to shake the words from his head, but they were replaced by knew ones.

 _"Fool, look at history. Every generation is told that peace is almost upon them. They sit there, waiting for that peace that was promised to them, but it never comes."_

Again, the Uchiha tried to shake the words from his head, but it didn't work.

Suddenly, Madara was relieved of his thoughts when he came across something on the road. It was a teenage boy; stripped down to almost nothing. The teen had many injuries and was barely alive

Taking notice of this, Madara swiftly made his way over to the boy and knelt down beside him. "What happened?" He demanded.

The boy tried to respond, but he was too weak. Slowly, he began to close his eyes.

"Hey, hey, I need you to stay with me," explained Madara as he slapped the boy's face.

The boy reopened his eyes and mustered the strength to speak. "Robbers…" was all he could say.

With this information, Madara deduced that the boy had been mugged. "Where is your village?" he inquired.

The boy briefly came to his senses and realized the identity of his rescuer. "You're…You're…"

The Uchiha rolled his eye. "Yes, I'm Madara, but I need you to tell me where your village is. They can give you the treatment you need."

Once again, the boy began to close his eyes.

"Hey, hey, hey, if you do that again I'll stab you in the leg," he threatened after slapping him once again.

The boy reopened his eyes a second time.

"Now," began Madara. "I'm going to ask you this one more time. Where is your village?"

It took a while, but the boy managed to say something. "Naru.." he whispered. "I come from Naru…"

With this newly acquired information, Madara slung the boy over his back and ran west towards Naru.

 **(Location-Bilbo)**

[Bilbo is sitting on a bench in a hall. He reaches into his coat pocket and pulls something out. Thorin, walking in an adjoining hallway, sees the action.]

"What is that?!" Demanded Thorin, assuming it to be the Arkenstone.

[Thorin strides rapidly toward Bilbo, and Bilbo rises.]

"It-It's nothing," replied Bilbo

"Show me."

Slowly, Bilbo holds out his hand, and in it was an acorn. "I picked it up in Beorn's garden," he explained.

Thorin was confused as to why the hobbit would do this. "You've carried it all this way?"

"I'm gonna plant it in my garden, in Bag End," he explained.

With his anger fading, Thorin smiles fondly at Bilbo. "That's a poor prize to take back to the Shire."

"One day it'll grow. And every time I look at it, I'll remember - Remember everything that happened, the good, the bad. And how lucky I am that I made it home."

After this was said, both Bilbo and Thorin smile at each other, and Bilbo prepares to speak. "Thorin, I..."

Suddenly, Dwallin comes up and interrupts. "Thorin, survivors...from Laketown. They are streaming into Dale. There's hundreds of them."

Thorin's smile faded into a stern, uncompromising face.

"Call everyone to the gate," he ordered.

Thorin strides off, shouting to everyone in the mountain. "TO THE GATE! NOW!

 **(Location-The Ruins of Dale)**

[The lake town survivors made their way into the ruins of Dale. The place where they once lived before Smaug set it ablaze; forcing the survivors to flee to lake town. But now, after many years of sadness and poverty, the people of Lake town were finally returning home.]

As the towns people walked through the streets of ruined city, they noticed the chared bodies of those who weren't able to escape to lake town.

"Come on, keep moving," Bard ordered; trying to distract them from the horrible scene before them.

The people obeyed and kept moving.

Suddenly, one of the town's people, whom Bard had given sentry duty, shouted down from the walls of Dale. "SIRE! UP HERE!" He yelled.

Bard quickly made his way up to where the sentry was. Once there, Bard became curious as to what the fuss was about. "What is it?" He asked.

The sentry pointed out towards the mountain. "The braziers of Erebor have been lit," he explained.

Suddenly, Bard realized that whoever was in that mountain was most likely responsible for the waking of Smaug, as well as the destruction of Lake town.

 **(Location-dwarves)**

[Within the walls of Erebor, the dwarves were ordered by Thorin to block up the entrance that Smaug broke through. They carry rocks both by hand and with the help of various pulleys and other machines.]

"I want this fortress made safe by sunup. This mountain was hard won - I will not see it taken again," declared Thorin.

Kili didn't sit well with Thorin's obliviousness to the people of Lake Town. "The people of Lake town have nothing. They have lost everything because of us. It would only seem right to give them enough gold to rebuild their lives. Would it not?"

Kili's words failed to sway Thorin. "Do not tell me what they have lost. I know well enough their hardship. Those who have lived through dragon fire should rejoice. They have much to be grateful for."

[Thorin looks out at the city of Dale, where many fires can be seen lit by the people. He then turns and shouts to his dwarves.]

"More stone!" He ordered. "BRING MORE STONE TO THE GATE!"


	16. Negotiations

Negotiations

 **(Location- The Ruins of Dale)**

[It is night in Dale, and the people sit around, as the healthy tend to the wounded. Infants can be heard crying.]

Bard, who had been tending to the people, was approached by one of the townsmen. "Bard, the women and children are starving. If things continue like this, we won't last more than three days."

"I know," Bard replied simply.

The townsman paused, thinking that Bard had a solution. "Well, have you come up with anything?" He asked, desperate to know.

Bard shook his head. "Nothing yet."

Realizing that Bard had no answer, the man began to panic. "By the Valar, death is upon us! We are doomed!"

"Shhhh," said Bard, pulling the crazed man aside. "You cannot shout such things. You'll cause an uproar in the town, and then we'll all be in danger."

"But what are we supposed to do? Our food rations are…"

Bard covered the mans mouth. "Look, I'm just as invested in the town's survival as you are, but I need you to keep quiet," he explained; removing his hand from the man's mouth.

"But what are we going to do about the food shortage?" He whispered.

"I don't know," Bard answered. "But I'll think of…

It was at this moment that an army of elves made their way into the city. The sentry usually would've caught this, but he most likely fell asleep during the night watch.

The elves marched gracefully into the heart of the city. The people gathered round, wondering as to why they were here.

Finally, the army turned and came to a halt in the courtyards of the city.

Curious as to what was going on, Bard made his way through the sea of elves in search of their leader. "Who's in charge here!?" He demanded. "What is the meaning of all this!?"

Eventually, Bard made it through the maze of elves and looked around for their leader. Shortly thereafter, his eyes rested upon a male-elf astride a great elk. It was Thranduil; king of the Mirkwood elves. The very same ruler who sentenced Thorin and company to prison.

"Thranduil?" Questioned Bard. "What is the meaning of all this? Why are you here?"

The elf king came to a stop next to Bard. "I heard you needed aid," he answered simply.

Thranduil turned his attention toward a wagon that was pulling up; it was loaded with food and drink for the people. The people of Lake town smiled and cheered and began unloading the cart with the elves' help. Bard approached Thranduil gratefully.

"You have saved us!" Rejoiced the bowman. "I do not know how to thank you."

"Your gratitude is misplaced," Thranduil replied coldly. "I did not come on your behalf."

Bard slowly retracted his smile.

"I came to reclaim something of mine. There are gems in that mountain that I desire. White gems of pure starlight. They are most precious to me and my people."

After saying this, Thranduil rode past Bard, and his army followed.

It didn't take long for Bard to put two and two together. "Wait!" He shouted, as he ran up alongside Thranduil. "You would go to war over a handful of gems?"

"The heirlooms of my people are not lightly forsaken," the elf king replied.

"We are allies in this," said Bard. "My people also have a claim upon the riches in that mountain. Let me speak with whoever is in Erebor."

Thranduil realized that Bard had no clue as to who was in the mountain. "The 'who' you are referring to is Thorin Oakenshield. He is accompanied by twelve other dwarves and one hobbit."

"Regardless, let me speak with him," the bowman requested.

Thranduil looked down at Bard as if he were a fool. "You would try to reason with a dwarf?"

"To avoid war? Yes."

 **(Location-Erebor)**

Thorin strode towards the blocked off gate, calling the other dwarves to him.

"Come on!" He shouted.

The dwarves laid down their tools, picked up their weapons, and followed him up the stairs they'd created in the blockage, all the way to a platform they built at the top of the gate from which they had a vantage point over the plain in front of the gate. They saw the walls of Dale filled with Elves ready for war. Bard rode up the path to the gate and stopped in front of the blocked entrance.

"Hail Thorin, son of Thrain! We are glad to find you alive beyond hope," declared Bard.

Needless to say, Thorin was suspicious of Bard. "Why do you come to the gates of the king under the mountain armed for war?"

"Why does the king under the mountain fence himself in? Like a robber in his hole," countered Bard.

"Perhaps it is because I am expecting to be robbed."

Seeing no way to counter that, Bard decided to get to the point. "My lord - We have not come to rob you, but to seek fair settlement. Will you not speak with me?"

Thorin nodded and stepped away from the platform and down the stairs.

Bard dismounted his horse and crossed the bridge in front of the gate. As he approached the blockade, a raven flew out of the opening above the gate and soared into the distance. Bard saw a hole built into the blockade, and Thorin strode up to the other end of the hole.

"I'm listening," said Thorin.

"On behalf of the people of Lake town, I ask that you give them a share of the treasure, so that they may rebuild their lives."

"I will not treat with any man while an armed host lies before my door."

"That armed host will attack this mountain, if we do not come to terms," countered Bard.

Thorin pondered this for a moment, but it didn't take him long to reach a conclusion. "Your threats do not sway me."

"What of your conscience?" Bard inquired. "Does it not tell you our cause is just?! My people have worked hard to make ends meet in lake town. And now, when they are finally back on their feet, you bring ruin and death upon them."

"That dragon would have awoken sooner or later; it was only a matter of time before he burned your precious town to the ground!"

"That maybe so, but you were the means by which he was awoken. If it wasn't for you and your company, that dragon would still be sleeping inside the mountain."

"What choice did we have? Should we have remained homeless so that you and yours could continue to live on in peace? Tell me…. why should I honor such terms?"

"Because it is the right thing to do," replied Bard.

Thorin turned away from the hole, disappearing from Bard's view. He leaned back against the blockade, and for a moment, his soul looked conflicted between the concepts of light and darkness. However, it didn't take long for the king to return to his sinister ways.

"Be gone, or our arrows fly!" He shouted.

Hearing this, Bard slapped the rock angrily, then mounted his horse and rode back to Dale. The company watched him go from the top of the platform.

Bilbo was shocked by Thorin's foolish decision. "What are you doing?! You cannot go to war."

"This does not concern you," the king countered.

"Excuse me?! But just in case you haven't noticed, there is an army of elves out there." Explained the halfling. "And not to mention several hundred angry fishermen. We are in fact outnumbered."

Thorin turned to look at Bilbo, smiling. "Not for much longer."

Bilbo tilted his head in confusion. "What does that mean?"

"It means Master Baggins, you should never underestimate dwarves."

Thorin turned to the whole group. "We have reclaimed Erebor - Now we defend it!" He shouted.

As Thorin strode down the steps, Bilbo and Balin looked distressed.

 **Meanwhile…**

Bard rode back to the gates of Dale, where Thranduil was waiting. "He will give us nothing," he informed Thranduil.

"Such a pity," Thranduil stated emotionlessly. "Still, you tried,"

"I do not understand - Why? Why would he risk war?" The Bowman wondered aloud.

[They looked back towards the Mountain in time to see the dwarves dislodge the head of one of the massive stone statues, causing it to fall and break the raised bridge to the gate, thus disabling any attackers from approaching the gates.]

"It is fruitless to reason with them; they understand only one thing," said Thranduil, while looking at his sword. "We attack at dawn! Are you with us?"

"Regrettably, yes," replied the bowman.

 **(Location-Erebor)**

[The dwarves prepared for battle. As Bilbo walked by, Thorin called out to him, holding something.]

"Master Baggins, come here!" He ordered.

Bilbo walked up and saw that Thorin was holding a tunic of white mail.

"You are going to need this," explained Oakenshield. "Put it on."

Bilbo began removing his jacket.

"This vest is made of silver steel - "Mithril" it was called by my forebears." Thorin held it up so that Bilbo could slide into it. "No blade can pierce it."

Bilbo finished putting it on, then looked at himself. "I look absurd," Bilbo realized. "I'm not a warrior; I'm a Hobbit."

"It is a gift. A token of our friendship," stated Thorin. "True friends are hard to come by."

[Although he had started off smiling at Bilbo, he looked toward the other dwarves and frowned, then grabbed Bilbo by the shoulder and pulled him away where the other dwarves couldn't hear him.]

"I have been blind. Now I begin to see. I am betrayed!" The dwarf king explained.

"Betrayed?" Bilbo repeated nervously.

"The Arkenstone," the dwarf king answered. "One of them has taken it. One of them is false."

"Thorin...the quest is fulfilled," explained Bilbo. "You've won the mountain. Is that not enough? The people of lake town have suffered at our hands. shouldn't we be helping them?"

"And for that I am sorry. It was a very unfortunate thing to happen. But the treasure in this mountain does not belong to the people of Lake town! This gold...is ours...and ours alone. By my life I will not part with a single coin! Not...one...piece of it!"

[As Thorin spoke, his voice grew deeper and more like Smaug's, until the very last line, which was exactly a repeat of what Smaug had said previously to Bilbo. Thorin was clearly mentally affected, and Bilbo stared at him in shock as the other dwarves, dressed for battle, walked by.]

 **(Location-Dale)**

[The people were preparing for war, sharpening swords and collecting supplies. They jumped out of the way as Gandalf galloped into town on his horse.]

"Let me through!" Shouted the old wizard. "Make way!"

Gandalf dismounted in the main courtyard and looked surprised to see men drilling with swords and companies of elves marching by.

The wizard stopped a man passing by, which just so happened to be Bard. "Who's in charge here!?" He asked.

"Who is asking?" Inquired Bard.

 **A little bit later…**

[Gandalf meets with Bard and Thranduil inside a tent. At the moment, he was trying to convince Thranduil to join forces with the dwarves.]

"You must set aside your petty grievances with the dwarves. War is coming! The cesspits of Dol Guldur have been emptied. You're ALL in mortal danger!"

"What are you talking about?" Asked Bard.

"I can see you know nothing of wizards," Thranduil told Bard. "They are like winter thunder on a wild wind rolling in from a distance, breaking hard in alarm. But sometimes a storm is just a storm."

"Not this time," countered Gandalf. "Armies of orcs are on the move. And these are fighters! They have been bred for war. Our enemy has summoned his full strength."

"Why show his hand now?" Asked Thranduil, although he didn't really believe him.

"Because we forced him! We forced him when the company of Thorin Oakenshield set out to reclaim their homeland. The dwarves were never meant to reach Erebor; Azog the Defiler was sent to kill them. His master seeks control of the mountain. Not just for the treasure within, but for where it lies, its strategic position."

[As Gandalf talks, they have left the tent and walked outside to a spot from where they can clearly see the gates of Erebor.]

"This is the gateway to reclaiming the lands of Angmar in the north," the wizard continued. "If that fell kingdom should rise again, Rivendell, Lothlorien, Lithrelien, Naru, the Shire, even Gondor itself will fall!"

Thranduil was beginning to think that perhaps the wizard was telling the truth. "These orc armies you speak of, Mithrandir - Where are they?"

However, Gandalf did not know the answer to that question.

 **Much Later…**

Gandalf, Thranduil, and Bard, were still talking with each other.

Gandalf was currently arguing with the elf king. "Since when has my council counted for so little?" Gandalf asked with a hint of frustration. "What do you think I'm trying to do?!"

"I think you're trying to save your dwarvish friends," replied Thranduil. "And I admire your loyalty to them, but it does not dissuade me from my course. You started this, Mithrandir. You will forgive me if I finish it."

As much as the wizard didn't want to admit it, the elf king was half right. He did want to save the dwarves if he could. He would have left this job to Madara, but Gandalf knew that he'd leave once his debt was repaid.

 **(Location- Erebor)**

[It is night; at the blocked off entrance to the gate, a rope is suddenly thrown over the edge. Bilbo clambers hand-over-hand down the rope, slipping along the way. He manages to climb across the moat using some of the rubble. He begins running toward Dale.]

 **(Location-Dale-night time.)**

Gandalf approached Bard. "You, Bowman! Do you agree with this? Is gold so important to you? Would you buy it with the blood of dwarves?!"

[As they speak, Bilbo sneaks past some of the Lake town guards.]

"It will not come to that," the bowman answered. "This is a fight they cannot win."

Suddenly, Bilbo appeared and addressed them both. "That won't stop them. You think the dwarves will surrender - They won't. They will fight to the death to defend their own."

"Bilbo Baggins!" Rejoiced the Wizard.

[Bilbo smiled back at the wizard,]

"If I'm not mistaken, this is the halfling who stole the keys to my dungeons from under the nose of my guards," stated the Elf king.

Bilbo looked extremely uncomfortable. "Yes. Sorry about that."

There was a silence for a while, then Bilbo stepped forward and put a wrapped package on the table.

"I came...to give you this."

He unwrapped the package to reveal the Arkenstone. Thranduil stood up in surprise. "The heart of the mountain. The King's Jewel," he said.

"And worth a king's ransom," added Bard. The bowman then turned his attention toward Bilbo. "How is this yours to give?"

"I took it as my fourteenth share of the treasure," answered the hobbit.

Upon hearing this, Gandalf smiled slightly.

Bard was a bit suspicious. "Why would you do this? You owe us no loyalty."

"I'm not doing it for you," replied the halfling. "I know that dwarves can be obstinate and pigheaded and difficult, suspicious and secretive…with the worst manners you can possibly imagine, but they areto also brave and kind...and loyal to a fault. I've grown very fond of them, and I would save them if I can. Thorin values this stone above all else. In exchange for its return, I believe he will give you what you are owed. There will be no need for war!"

Gandalf, Bard, and Thranduil looked at each other. There was a great silence, until finally, Thranduil decided to speak for the group. "So be it," he answered.

And with that, Bilbo left Dale and snuck his way back into Erebor.

 **(Location- Madara)**

With an injured boy slung over his shoulder, Madara ran full speed toward Naru. It took him a while, but eventually the town was in his sights. However, Madara noticed the town was no longer a town, but rather a kingdom. It appeared that things had changed since last he was there. The biggest change being a mountainous statue of himself located in the heart of the kingdom, which towered over everything.

As Madara ran towards the gates, He noticed they were closed and guarded by two soldiers. "Open the Gates!" He shouted.

Turning their attention toward the source of the voice, the guards' eyes rested upon Madara. When they did, they looked as if they'd seen a ghost, so they stood there, paralyzed in disbelief.

Realizing that the gates weren't going to open any time soon, the shinobi to one huge leap and soared over the wall and into the city. After landing on his feet, the ninja shouted for help. "I need help! This boy is injured!"

At first, the people stood there in shock at the sight of their idol, but they soon came to their senses. One of the townsman came forward. It just so happened to be one of Naru's doctors. He looked over the boy and noticed he was in critical condition.

"You are lucky you came to me when you did," the doctor told Madara. "There is not a moment to lose. Now, quickly! Follow me!" He ordered.

[As the doctor ran down the streets of Naru, Madara followed close behind. After taking many twists in turns, the man finally came to a stop in front of a small house. He then swung open the door and let Madara inside with the boy still in his arms. As the Uchiha speed walked into the house, the doctor ran in front of him and used his arm to swipe some junk off a nearby table.]

"Hurry, put him on the table," the doctor said; trying to keep calm.

Madara nodded and gently laid the teen's body on the table. "How is he?" Asked the shinobi.

"Well, now that I see him up close he seems to be fine, for the most part. He has a few broken bones throughout his vessel. But these are not things that worry me. What worries me is the fact that he's already lost a significant amount of blood."

"Is there something you can do?" Madara inquired, hoping for a yes.

The doctor didn't answer that question. not because he didn't want to, but because he currently had his ear on the boy's chest; listening to the teen's heartbeat.

Madara waited for the man to finish.

After about 30 seconds, the man removed his head from the boy's chest. "Based on the speed at which his heart is currently working, I would say that blood will return to the boy's vessel before any mortal damage is done," the man answered in relief.

Madara was solaced with that answer. It appeared that the boy was going to be alright after all. However, as Madara began to leave the house, he came to a stop at the door when he heard the boy struggling for air. Both doctor and shinobi looked back at the boy in worry.

"Oh, no," the doctor whispered worriedly.

"What is it? What's wrong with him?" The Uchiha demanded.

The doctor quickly strode over to the boy and placed two fingers on the area below his sternum. After which, the doctor gave a look of dread and concern. "His lungs are collapsing," he answered.

"So what do we do?" The Uchiha inquired.

The doctor walked away from the table and began scavenging around for something in his house. "I need something sharp. There's a pocket of air pushing down on the boy's lungs and it needs to come out."

Suddenly, Madara realized what the man was trying to do and pulled out a kunai. "Here, take this," he said, offering the blade to him.

The doctor stopped searching for a moment and looked back towards Madara. "No, that's too large, we need something smaller. If we were to stab him with that, we'd risk injury to his lungs." He replied.

Realizing that a kunai wouldn't solve their current problem, Madara joined the doctor in a frantic search to find something sharp. It didn't take long for his sharingan to rest upon a plank of wood sticking up out of the floor. He swiftly went over and ripped it out of the floor board. Once he did, he broke the plank into smaller pieces; eventually getting to the point where he had a pencil sized sliver of wood in his hand. He then tried to give it to the doctor, however, the doctor was scavenging about in another room. It was at this moment that Madara realized that he would have to do it himself.

The Uchiha quickly made his way over to the boy, who was now blue, and tried to guess as to where he should stab him. After finding what he felt to be a good spot, (the area below the sternum) Madara plunged the wood into the boy; as he did, the opening hissed as air escaped the boy's body. The shinobi removed the sliver from the teen's chest and noticed his color returning, as well as a normal breathing pattern. It was at this moment that Madara knew the boy would be ok.

As Madara leaned back against the wall in relief, the doctor ran back in with a shard of glass. However, he stopped when he realized the duty had already been carried out. "By the Valar, you actually did it. How did you know where to stab him," he asked, curious to know.

"I didn't, I just took a wild guess. I had to do something or he would've been dead by the time you returned," answered Madara.

"Well, I'm glad you had luck on your side today," the doctor rejoiced. "I believe the worst is now behind the boy."

"As do I," added Madara.

 **Later…**

With the boy now in good hands, Madara made his way out of the house and into the street. However, it was not long before he was surrounded by a group of people. Not just any group of people, you see, but the castle guards.

As the Naru soldiers created a circle around the Uchiha, Madara began to wonder what was going on. Eventually, the soldiers parted the way for a more finely dressed guard to enter inside the circle. It was the captain of the guard, Thailmos.

He walked up to confront Madara; removing his helmet as he did.

Thailmos stood there quietly for a moment, but eventually, he began to speak. "Madara Uchiha, it has been 30 years since last we saw you. But regardless, it is good to see you've returned," Thailmos smiled.

"What is it that you want?" Madara asked rather bluntly.

"It is not what I want, but more what my sire wants," Thailmos explained. "The King of Naru requests your company."

 **A/N: Only 6 more chapters to go.**


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